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Proceedings to Complete Action on Issuance of $6,420,000 Gen. Obligation Bonds, $8,370,000 Gen. Obligation Bonds, and $8,945,000 Gen. Obligation Urban Renewal BondsCity of Dubuque City Council ACTION ITEMS # 2. Copyrighted February 17, 2025 ITEM TITLE: Proceedings to Complete Action on Issuance of $6,420,000 Tax -Exempt General Obligation Bonds, Series 2025A, $8,370,000 Taxable General Obligation Bonds, Series 2025B, and $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C SUMMARY: City Manager recommending City Council approval of the suggested proceedings to complete the action required on the recent Series 2025A, 2025B, and Series 2025C General Obligation Bonds. RESOLUTION Authorizing and approving a Loan Agreement, providing for the issuance of $6,420,000 General Obligation Corporate Purpose Bonds, Series 2025A, and providing for the levy of taxes to pay the same RESOLUTION Authorizing and approving a Loan Agreement, providing for the issuance of $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B, and providing for the levy of taxes to pay the same RESOLUTION Authorizing and approving a Loan Agreement, providing for the issuance of $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C, and providing for the levy of taxes to pay the same SUGGUESTED Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: 1. MVM Memo 2025ABC Complete action - MVM memo 2. Series 2025ABC General Obligation Bonds - Complete Action - Staff memo 3. 2025A Iss GO CP LA (Dubuque 430411-13)-v3 4. 2025B Taxable Iss GO CP LA (Dubuque 430411-13)-v5 5. CDC - over $10 Million (2025ABC) (Dubuque #13 2025)-v2 6. Iss GO UR LA (Taxable Series 2025C) (Dubuque #15 2025)-v2 7. Loan Agreement (Series 2025C) (Dubuque #15 2025)-v1 8. Loan Agreement 2025A (Dubuque 424550-13) 2025-v2 9. Loan Agreement Taxable 2025B (Dubuque 430411-13) 2025-v2 10. LIMB Updated Reg PA (Series 2025A) (Dubuque #13 2025)-v2 11. UMB Updated Reg PA (Series 2025B) (Dubuque #13 2025)-v1 Page 650 of 797 12. UMB Updated Reg PA (Series 2025C) (Dubuque #15 2025)-v1 Page 651 of 797 THE C DUUB�QFE Masterpiece on the Mississippi Dubuque All-Aneriu ply II 2007-2012.2013 2017*2019 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings to Complete Action on Issuance of $6,420,000 Tax -Exempt General Obligation Bonds, Series 2025A, $8,370,000 Taxable General Obligation Bonds, Series 2025B, and $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C DATE: February 12, 2025 Chief Financial Officer Jennifer Larson recommends City Council approval of the suggested proceedings to complete the action required on the recent Series 2025A, 2025B, and Series 2025C General Obligation Bonds. Tax -Exempt Series 2025A bonds will provide $4,846,749 for Fire equipment and improvements, $708,332 for Airport improvements, $1,143,517 for Solid Waste Collection Vehicles, and $129,249 for issuance fees. The Series 2025A bonds sold at a net premium of $407,848. Net premium results when a bond costs more than the face amount on the bond. The Series 2025A bonds average interest rate of 4.33% is higher than the current market interest rates, which results in the bonds selling at a premium. The Taxable Series 2025B bonds will provide $2,100,511 for Fire Ladder/Pumper replacements, $1,152,834 for Ice Arena Dehumidification, $1,077,392 for ABC Building Deconstruction and Federal building Renovation, $3,934,887 for Parking improvements, and $104,376 for issuance fees. The Taxable Series 2025C bonds will provide $8,817,651 for Iowa Amphitheater on Schmitt Island, and $127,349 for issuance fees. The first resolution appoints UMB Bank, National Association of West Des Moines, Iowa to serve as paying agent, bond registrar, and transfer agent, approves the paying agent and bond registrar and transfer agent agreement and authorizes the execution of the agreement. Page 652 of 797 The second resolution authorizes the issuance of Series 2025A, 2025B, and 2025C. The resolution also incorporates by reference the form of the Continuing Disclosure Certificate. This is the final City Council action required on the bond issuance. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM/jml Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Jennifer Larson, Chief Financial Officer Brian DeMoss, Finance Manager 2 Page 653 of 797 Dubuque THE C DUUB__&___FELL«. iece on the Mississippi 2° 2 -2013 Masterpiece pp zo17*z019i9 TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Chief Financial Officer SUBJECT: Proceedings to Complete Action on Issuance of $6,420,000 Tax -Exempt General Obligation Bonds, Series 2025A, $8,370,000 Taxable General Obligation Bonds, Series 2025B, and $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C DATE: February 12, 2025 INTRODUCTION The purpose of this memorandum is to recommend proceedings to complete the action required on the Series 2025A, 2025B, and 2025C bond issuance. Q 6*6111*1101 ki The Tax -Exempt Series 2025A bonds will provide $4,846,749 for Fire equipment and improvements, $708,332 for Airport improvements, $1,143,517 for Solid Waste Collection Vehicles, and $129,249 for issuance fees. The Series 2025A bonds sold at a net premium of $407,848. Net premium results when a bond costs more than the face amount on the bond. The Series 2025A bonds average interest rate of 4.33% is higher than the current market interest rates, which results in the bonds selling at a premium. The Taxable Series 2025B bonds will provide $2,100,511 for Fire Ladder/Pumper replacements, $1,152,834 for Ice Arena Dehumidification, $1,077,392 for ABC Building Deconstruction and Federal building Renovation, $3,934,887 for Parking improvements, and $104,376 for issuance fees. The Taxable Series 2025C bonds will provide $8,817,651 for Iowa Amphitheater on Schmitt Island, and $127,349 for issuance fees. The first resolution appoints UMB Bank, National Association of West Des Moines, Iowa to serve as paying agent, bond registrar, and transfer agent, approves the paying agent and bond registrar and transfer agent agreement and authorizes the execution of the agreement. The second resolution authorizes the issuance of Series 2025A, 2025B, and 2025C. The resolution also incorporates by reference the form of the Continuing Disclosure Certificate. Page 654 of 797 This is the final City Council action required on the bond issuance. RECOMMENDATION I respectfully recommend the adoption of the enclosed resolutions to complete the action required on the Series 2025A, 2025B, and Series 2025C bond issuance. JML Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Brian DeMoss, Finance Manager Page 655 of 797 DORSEY DORSEV i WHITNEY LLP February 10, 2025 Via Email Jenny Larson Chief Financial Officer/City Hall Dubuque, Iowa Re: $6,420,000 General Obligation Corporate Purpose Bonds, Series 2025A Our File No. 430411-13 Dear Jenny: We have prepared and attach proceedings to be used at the February 17, 2025 City Council meeting to enable the Council to adopt the resolution (the "Resolution") approving the Loan Agreement and providing for the issuance of the General Obligation Corporate Purpose Bonds, Series 2025A (the "Tax -Exempt Series 2025A Bonds"). The proceedings attached include the following items: 1. Minutes of the meeting covering the adoption of the Resolution. The Resolution follows the minutes. The form of Bond, Authentication Certificate and Assignment set out in the Resolution should not be completed or executed. 2. Attestation Certificate with respect to the validity of the transcript. 3. County Filing Certificate relating to the filing of a certified copy of this Resolution in the Dubuque County Auditor's office. After it is adopted, a certified copy of the Resolution must be filed with the Dubuque County Auditor prior to closing on March 4, 2025. An extra copy of the Resolution should be printed for this purpose. Beginning in the 2025-2026 fiscal year, the County Auditor will have a mandatory duty to make a levy of taxes to pay principal of and interest on the Tax -Exempt Series 2025A Bonds unless the City's budget each year affirmatively shows that the tax should not be levied because other funds will be applied to the payment of the Tax -Exempt Series 2025A Bonds for that budget year. To the extent the City determines that property tax levies will be needed for payment in any year, the tax levy amounts needed must be certified for that year in the City's budget as part of the Debt Service Fund, and the funds derived from sources other than taxes must be shown on the appropriate budget document. As these proceedings are completed, please return one fully executed copy to our office. 8oi Grand Avenue I Suite 4100 1 Des Moines, IA 1 50309-8002 1 T 51-5.283.2-000 1 dorsey.com Page 656 of 797 Page 2 Also attached is a Loan Agreement for execution by the Mayor and City Clerk. Please print the Loan Agreement for execution. After it has been signed, please scan and e-mail a copy to us as soon as possible and in advance of closing. We are also attaching a Continuing Disclosure Certificate for the Mayor and City Clerk to sign. Please retain one executed copy for the City's records and e-mail a copy to us as soon as possible and in advance of closing. Finally, we are attaching a Registrar and Paying Agent Agreement for the Mayor and City Clerk to sign. Please print a copy for execution, after which it should be returned to us by email so that we may forward it to UMB Bank, n.a. for signature as soon as possible and in advance of closing. If you have any questions, please contact Erin Regan, Cheryl Ritter or me. Best regards, John P. Danos David D. Grossklaus Attachments cc: Adrienne Breitfelder Crenna Bramwell Tionna Pooler Natalie Lawless, UMB Robert W. Baird DORSEY & WHITNEY LLP Page 657 of 797 Dubuque / 43041 l - 13 / Iss GO CP LA Series 2025A MINUTES TO AUTHORIZE THE ISSUANCE OF SERIES 2025A BONDS 430411-13 Dubuque, Iowa February 17, 2025 The City Council of the City of Dubuque, Iowa, met on February 17, 2025, at 6:30 o'clock p.m., at the Historic Federal Building, 350 W. 61h St., Dubuque, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: Mayor &ycano,41, CounG) nrn6r5 roxkfc JOIC5, R6m,ck, I\uss Il.-5pra, (Ad Absent: After due consideration and discussion, Council Member I a,r��►r' introduced the following resolution and moved its adoption, seconded by Council Member („ )e 1 0, 1 The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Ca1j_�� o-4o). Russell Syonv ForhEr, Re-50t'c � Nays: Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. At the conclusion of the meeting, and upon motion and vote, the City Council adjourned. Mayor Attest: a5� �-� Lq,"- City Clerk -I- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Iss GO CP LA Series 2025A RESOLUTION NO. 65-25 Resolution authorizing and approving a Loan Agreement, providing for the issuance of $6,420,000 General Obligation Corporate Purpose Bonds, Series 2025A, and providing for the levy of taxes to pay the same WHEREAS, the City of Dubuque (the "City"), .in Dubuque County, State of Iowa, heretofore proposed to enter into a loan agreement (the "Essential Purpose Loan Agreement") pursuant to the provisions of Section 384.24A of the Code of Iowa and to borrow money thereunder in a principal amount not to exceed $6,190,000 for the purpose of paying the costs, to that extent, of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; and (d) undertaking demolition/deconstruction of a dangerous and dilapidated property (the "Essential Purpose Projects"), and pursuant to law and a notice duly published, the City Council has held a public hearing on such proposal on January 6, 2025; and WHEREAS, the City also proposed to enter into a loan agreement (the "Exterior and Office Renovations Loan Agreement"), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $890,000 for the purpose of paying the costs, to that extent, of (a) acquiring and installing fire station generators; (b) undertaking fire station roof replacement and repairs; (c) undertaking fire station tuck pointing and related exterior repairs; and (d) undertaking fire department administrative office renovations (the "Exterior and Office Renovations Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Exterior and Office Renovations Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Bunk Room and Systems Improvements Loan Agreement'), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $910,000 for the purpose of paying the costs, to that extent, of (a) undertaking fire station bunk room renovations; (b) undertaking fire station mechanical and electrical systems improvements; and (c) undertaking fire station HVAC replacement (the "Bunk Room and Systems Improvements Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Bunk Room and Systems Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Fire Station Improvements Loan Agreement," and together with the Exterior and Office Renovations Loan Agreement and the Bunk Room and Systems Improvements Loan Agreement, the "General Purpose Loan Agreements"), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $910,000 for the purpose of paying the costs, to that extent, of (a) undertaking fire station facilities improvements; and (b) -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Iss GO CP LA Series 2025A undertaking improvements to the fire department burn tower training facility (the "Fire Station Improvements Projects," and together with the Exterior and Office Renovations Projects and the Bunk Room and Systems Improvements Projects, the "General Purpose Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Fire Station Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposes to enter into a loan agreement (the "Ice Arena Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $1,185,000 for the purpose of undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Ice Arena Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Parking System Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $4,045,000 for the purpose of undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024 (the "Parking System Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Parking System Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Federal Building Loan Agreement" and together with Ice Arena Loan Agreement and the Parking System Loan Agreement, the "Urban Renewal Loan Agreements"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $870,000 for the purpose of undertaking the Federal Building Renovation Project and the Central Avenue Streetscape Improvements Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024 (the "Federal Building Projects", referred to together with the Ice Arena Dehumidification Project and the Parking System Projects as the "Urban Renewal Projects," and such and such Urban Renewal Projects referred to together with the Essential Purpose Projects and the General Purpose Projects as the "Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Federal Building Loan Agreement be submitted to the registered voters of the City; and -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 660 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A WHEREAS, pursuant to the provisions of Section 384.28 of the Code of Iowa, the City combined its authority under the Urban Renewal Loan Agreements, the Essential Purpose Loan Agreement and the General Purpose Loan Agreements into a single loan agreement (the "Loan Agreement"); and WHEREAS, the City has determined to split its authority under the Loan Agreement and to enter into a tax-exempt loan agreement (the "Tax Exempt Series 2025A Loan Agreement") and a taxable loan agreement (the "Taxable Series 2025B Loan Agreement"); and WHEREAS, the City intends to issue General Obligation Corporate Purpose Bonds, Series 2025A (the "Tax -Exempt Series 2025A Bonds") in evidence of its obligations under the Tax Exempt Series 2025A Loan Agreement; and WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared by Dorsey & Whitney LLP (the "Disclosure Counsel") as bond and disclosure counsel to the City to facilitate the sale of the Tax -Exempt Series 2025A Bonds and Taxable General Obligation Corporate Purpose Bonds, Series 2025B, such bonds to be issued in evidence of the obligation of the City under the Taxable Series 2025B Loan Agreement, and the City has made provision for the approval of the P.O.S. and has authorized its use by Independent Public Advisors, LLC, as municipal advisor to the City; and WHEREAS, pursuant to advertisement of sale, bids for the purchase of the Tax -Exempt Series 2025A Bonds to be issued in evidence of the City's obligation under the Tax Exempt Series 2025A Loan Agreement were received and canvassed on behalf of the City at the appointed time for the payment of costs of the Projects; and WHEREAS, upon final consideration of all bids, the bid of Robert W. Baird, Milwaukee, Wisconsin (the "Purchaser"), was the best, such bid proposing the lowest interest cost to the City; and WHEREAS, it is now necessary to make final provision for the approval of the Tax Exempt Series 2025A Loan Agreement and to authorize the issuance of the Tax -Exempt Series 2025A Bonds; NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa, as follows: Section 1. The City shall enter into the Tax Exempt Series 2025A Loan Agreement with the Purchaser in substantially the form as has been placed on file with the City Council, providing for a loan to the City in the principal amount of $6,420,000 for the purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Tax Exempt Series 2025A Loan Agreement on behalf of the City, and the Tax Exempt Series 2025A Loan Agreement is hereby approved. -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 661 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A Section 2. The bid of the Purchaser referred to in the preamble hereof is hereby accepted, and the Tax -Exempt Series 2025A Bonds, in the aggregate principal amount of $6,420,000, are hereby authorized to be issued in evidence of the City's obligations under the Tax Exempt Series 2025A Loan Agreement. The Tax -Exempt Series 2025A Bonds shall be dated March 4, 2025, shall be issued in the denomination of $5,000 each or any integral multiple thereof and shall mature on June 1 in each of the years, in the respective principal amounts, and bearing interest at the respective rates as follows: Date Principal Interest Rate Date Principal Interest Rate 2026 $125,000 5.000% 2036 $355,000 5.000% 2027 $230,000 5.000% 2037 $370,000 5.000% 2028 $240,000 5.000% 2038 $390,000 4.000% 2029 $250,000 5.000% 2039 $405,000 4.000% 2030 $265,000 5.000% 2041 $420,000 4.000% 2031 $275,000 5.000% 2041 $440,000 4.000% 2032 $285,000 5.000% 2042 $450,000 4.000% 2033 $305,000 5.000% 2043 $470,000 4.000% 2034 $320,000 5.000% 2044 $490,000 4.000% 2035 $335,000 5.000% Section 3. UMB Bank, n.a., West Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Tax -Exempt Series 2025A Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent." The City shall enter into an agreement (the "Registrar/Paying Agent Agreement") with the Registrar, in substantially the form as has been placed on file with the Council; the Mayor and City Clerk are hereby authorized and directed to sign the Registrar/Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent Agreement is hereby approved. The City reserves the right to optionally prepay part or all of the principal of the Tax - Exempt Series 2025A Bonds maturing in the years 2034 to 2044, inclusive, prior to and in any order of maturity on June 1, 2033, or on any date thereafter upon terms of par and accrued interest. If less than all of the Tax -Exempt Series 2025A Bonds of any like maturity are to be redeemed, the particular part of those Series 2025A Bonds to be redeemed shall be selected by the Registrar by lot. The Tax -Exempt Series 2025A Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Tax Exempt Series 2025A Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Tax Exempt Series 2025A Bond, a new Tax Exempt Series 2025A Bond or Tax -Exempt Series 2025A Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Tax Exempt Series 2025A Bond. Notice of such redemption as aforesaid identifying the Tax Exempt Series 2025A Bond or Tax -Exempt Series 2025A Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 662 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A redemption date. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Tax -Exempt Series 2025A Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Tax -Exempt Series 2025A Bonds called for redemption in the same manner as the original redemption notice was sent, such notice of cancellation to be made at least five days prior to the date fixed for redemption. All of such Tax -Exempt Series 2025A Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. Accrued interest on the Tax -Exempt Series 2025A Bonds shall be payable semiannually on the first day of June and December in each year, commencing December 1, 2025. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Tax -Exempt Series 2025A Bonds shall be made to the registered owners appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid to the registered owners at the addresses shown on such registration books. Principal of the Tax -Exempt Series 2025A Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Tax Exempt Series 2025A Bond or Tax -Exempt Series 2025A Bonds at the office of the Paying Agent. The Tax -Exempt Series 2025A Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk, and shall be fully registered Tax -Exempt Series 2025A Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Tax -Exempt Series 2025A Bonds shall cease to be such officer before the delivery of the Tax -Exempt Series 2025A Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Tax -Exempt Series 2025A Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar. The Tax -Exempt Series 2025A Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns. Each Tax Exempt Series 2025A Bond shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Tax -Exempt Series 2025A Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 663 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A Section 4. Notwithstanding anything above to the contrary, the Tax -Exempt Series 2025A Bonds shall be issued initially as Depository Bonds, with one fully registered Tax Exempt Series 2025A Bond for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Tax - Exempt Series 2025A Bonds shall be deposited with DTC for the purpose of maintaining a book - entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Tax -Exempt Series 2025A Bonds or the City determines not to continue the book -entry system for recording ownership interests in the Tax - Exempt Series 2025A Bonds with DTC, the City will discontinue the book -entry system with DTC. If the City does not select another qualified securities depository to replace DTC (or a successor depository) in order to continue a book -entry system, the City will register and deliver replacement Tax -Exempt Series 2025A Bonds in the form of fully registered certificates, in authorized denominations of $5,000 or integral multiples of $5,000, in accordance with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a qualified securities depository to replace DTC, the City will register and deliver replacement Tax -Exempt Series 2025A Bonds, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book -entry system for recording ownership interests in the Tax -Exempt Series 2025A Bonds. Ownership interests in the Tax -Exempt Series 2025A Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Tax -Exempt Series 2025A Bonds as nominees will not receive certificated Tax -Exempt Series 2025A Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Tax -Exempt Series 2025A Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Tax -Exempt Series 2025A Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Tax -Exempt Series 2025A Bonds. DTC will receive payments from the City, to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Tax -Exempt Series 2025A Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book -entry system kept by DTC. -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 664 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Tax -Exempt Series 2025A Bonds acquired. Transfers of ownership interests in the Tax -Exempt Series 2025A Bonds will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Tax -Exempt Series 2025A Bonds, except as specifically provided herein. Interest and principal will be paid when due by the City to DTC, then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners. Section 5. The Tax -Exempt Series 2025A Bonds shall be in substantially the following form: -8- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 665 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A (Form of Series Tax -Exempt 2025A Bond) UNITED STATES OF AMERICA STATE OF IOWA DUBUQUE COUNTY CITY OF DUBUQUE GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2025A No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, March 4, 2025 263868 The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede & Co. New York, New York or registered assigns, the principal sum of THOUSAND DOLLARS in lawful money of the United States of America upon presentation and surrender of this Bond at the office of UMB Bank, n.a., West Des Moines, Iowa (hereinafter referred to as the "Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on June 1 and December 1 of each year, commencing December 1, 2025, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Bond is payable to the registered owner appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date, and shall be paid to the registered owner at the address shown on such registration books. Interest shall be calculated on the basis of a 360- day year comprised of twelve 30-day months. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. This Bond is one of a series of General Obligation Corporate Purpose Bonds, Series 2025A (the "Tax -Exempt Series 2025A Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of March 4, 2025 (the "2025A Loan Agreement"), entered into by the City for the purpose of paying the cost, to that extent, of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; (d) acquiring and installing fire station generators; (e) undertaking fire station roof replacement and repairs; (f) undertaking fire station tuck pointing and related exterior repairs; (g) undertaking fire department administrative office renovations; (h) undertaking fire station bunk room renovations; (i) undertaking fire station mechanical and electrical systems improvements; and 0) undertaking fire station HVAC replacement; (k) undertaking fire station facilities improvements; (1) undertaking improvements to the fire department burn tower training facility; (m) undertaking the Central Avenue Streetscape Improvements Project, an authorized -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 666 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024. The Tax -Exempt Series 2025A Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2025, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution (the "Resolution") of the City Council, adopted on February 17, 2025, authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of the Tax -Exempt Series 2025A Bonds, and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of the Tax -Exempt Series 2025A Bonds and the rights of the owners of the Tax -Exempt Series 2025A Bonds. The City reserves the right to optionally prepay part or all of the principal of the Tax -Exempt Series 2025A Bonds maturing in the years 2034 to 2044, inclusive, prior to and in any order of maturity on June 1, 2033, or on any date thereafter upon terms of par and accrued interest. If less than all of the Tax -Exempt Series 2025A Bonds of any like maturity are to be redeemed, the particular part of those Tax -Exempt Series 2025A Bonds to be redeemed shall be selected by the Registrar by lot. The Tax - Exempt Series 2025A Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Tax -Exempt Series 2025A Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Tax -Exempt Series 2025A Bond or Tax -Exempt Series 2025A Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Tax -Exempt Series 2025A Bond. Notice of such redemption as aforesaid identifying the Tax -Exempt Series 2025A Bond or Tax -Exempt Series 2025A Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Tax -Exempt Series 2025A Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Tax -Exempt Series 2025A Bonds called for redemption in the same manner as the original redemption notice was sent, such notice of cancellation to be made at least five days prior to the date fixed for redemption. All of such Tax -Exempt Series 2025A Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 667 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on this Bond as the same will respectively become due; and that the total indebtedness of the City, including this Bond, does not exceed any constitutional or statutory limitations. IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, by its City Council, has caused this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, as of March 4, 2025. CITY OF DUBUQUE, IOWA By (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk Registration Date: (Registration Date) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Tax -Exempt Series 2025A Bonds described in the within -mentioned Resolution. UMB Bank, n.a. West Des Moines, Iowa Registrar By (Authorized Signature) Authorized Officer ABBREVIATIONS The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA (Custodian) As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. -11- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 668 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A Bond to ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint , Attorney, to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: (Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. -12- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 669 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A Section 6. The Tax -Exempt Series 2025A Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for registration, authentication and delivery to or on behalf of the Purchaser, upon receipt of the loan proceeds ($6,827,847.15) (the "Loan Proceeds"), including net original issue premium ($407,847.55), and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects. A portion of the Loan Proceeds ($83,372.50) shall be retained by the Purchaser as the underwriter's discount. A portion of the Loan Proceeds ($6,698,598.28) (the "Project Proceeds") received from the sale of the Tax -Exempt Series 2025A Bonds shall be deposited in a dedicated fund (the "Project Fund"), which is hereby created, to be used for the payment of costs of the Projects and to the extent that Project Proceeds remain after the full payment of the costs of the Projects, such Proceeds, shall be transferred to the Debt Service Fund for the payment of interest on the Tax - Exempt Series 2025A Bonds. The remainder of the Loan Proceeds ($45,876.77) (the "Cost of Issuance Proceeds"), received from the sale of the Tax -Exempt Series 2025A Bonds shall be deposited in the Project Fund, and shall be used for the payment of costs of issuance of the Tax -Exempt Series 2025A Bonds, and to the extent that Cost of Issuance Proceeds remain after the full payment of the costs of issuance of the Tax -Exempt Series 2025A Bonds, such Cost of Issuance Proceeds shall be transferred to the Debt Service Fund for the payment of interest on the Tax -Exempt Series 2025A Bonds. The City shall keep a detailed and segregated accounting of the expenditure of, and investment earnings on, the Loan Proceeds to ensure compliance with the requirements of the Internal Revenue Code, as hereinafter defined. Section 7. For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Tax -Exempt Series 2025A Bonds as the same become due, there is hereby ordered levied on all the taxable property in the City the following direct annual tax for collection in each of the following fiscal years: For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of $485,518; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of $514,100; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of $512,600; For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of $510,600; For collection in the fiscal year beginning July 1, 2029, sufficient to produce the net annual sum of $513,100; -13- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 670 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A For collection in the fiscal year beginning July 1, 2030, sufficient to produce the net annual sum of $509,850; For collection in the fiscal year beginning July 1, 2031, sufficient to produce the net annual sum of $506,100; For collection in the fiscal year beginning July 1, 2032, sufficient to produce the net annual sum of $511,850; For collection in the fiscal year beginning July 1, 2033, sufficient to produce the net annual sum of $511,600; For collection in the fiscal year beginning July 1, 2034, sufficient to produce the net annual sum of $510,600; For collection in the fiscal year beginning July 1, 2035, sufficient to produce the net annual sum of $513,850; For collection in the fiscal year beginning July 1, 2036, sufficient to produce the net annual sum of $511,100; For collection in the fiscal year beginning July 1, 2037, sufficient to produce the net annual sum of $512,600; For collection in the fiscal year beginning July 1, 2038, sufficient to produce the net annual sum of $512,000; For collection in the fiscal year beginning July 1, 2039, sufficient to produce the net annual sum of $510,800; For collection in the fiscal year beginning July 1, 2040, sufficient to produce the net annual sum of $514,000; For collection in the fiscal year beginning July 1, 2041, sufficient to produce the net annual sum of $506,400; For collection in the fiscal year beginning July 1, 2042, sufficient to produce the net annual sum of $508,400; and For collection in the fiscal year beginning July 1, 2043, sufficient to produce the net annual sum of $509,600. -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 671 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A Section 8. A certified copy of this resolution shall be filed with the County Auditor of Dubuque County, and the County Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Tax -Exempt Series 2025A Bonds hereby authorized and for no other purpose whatsoever. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Tax - Exempt Series 2025A Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose, including incremental property tax revenues as provided for in Section 403.19 of the Code of Iowa, may be appropriated, budgeted and, if received, used for the payment of the principal of and interest on the Tax -Exempt Series 2025A Bonds as the same become due, and if so appropriated, the taxes for any given fiscal year as provided for in Section 7 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the City's budget. The City hereby reaffirms its intent to budget and appropriate incremental property tax revenues for the payment of some or all of the portion of principal of and interest on the Tax -Exempt Series 2025A Bonds attributable to the Urban Renewal Project identified in the preamble hereof. Section 9. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the sum thus advanced. Section 10. It is the intention of the City that interest on the Tax -Exempt Series 2025A Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof, the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Tax -Exempt Series 2025A Bonds will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained. Section 11. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, an underwriter has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule. -15- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 672 of 797 Dubuque / 430411-13 / Iss GO CP LA Series 2025A On the date of issuance and delivery of the Tax -Exempt Series 2025A Bonds, the City will execute and deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the Rule. The City covenants and agrees that it will comply with and carry out the provisions of the Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the Rule and the Continuing Disclosure Certificate. Section 12. The Mayor and the City Clerk are authorized to execute and deliver any and all documents required by bond counsel to effectuate the purposes of this resolution and to issue the Tax -Exempt Series 2025A Bonds, including without limitation purchase agreements and closing certificates. Section 13. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 14. This resolution shall be in full force and effect immediately upon its approval and adoption, as provided by law. Passed and approved February 17, 2025. Attest: 1� City Clerk -16- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Iss GO CP LA Series 2025A ATTESTATION CERTIFICATE STATE OF IOWA COUNTY OF DUBUQUE SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that as such City Clerk I have in my possession or have access to the complete corporate records of the City and of its City Council and officers and that I have carefully compared the transcript hereto attached with those corporate records and that the transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of a resolution authorizing a Loan Agreement and providing for the issuance of $6,420,000 General Obligation Corporate Purpose Bonds, Series 2025A of the City evidencing the City's obligation under the Loan Agreement and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time with respect thereto. I further certify that no appeal has been taken to the District Court from the decision of the City Council to enter into the Loan Agreement, to issue the Tax -Exempt Series 2025A Bonds or to levy taxes to pay the principal of and interest on the Tax -Exempt Series 2025A Bonds. WITNESS MY HAND this +hday of 'Pl?('vlr!A�` , 2025. City Clerk -17- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / lss GO CP LA Series 2025A COUNTY FILING CERTIFICATE STATE OF IOWA SS: DUBUQUE COUNTY I, the undersigned, County Auditor of Dubuque County, in the State of Iowa, do hereby certify that on the 19 day of �= lvb , 2025, the City Clerk of the City of Dubuque filed in my office a certified copy of a r solution of such City shown to have been adopted by the City Council and approved by the Mayor thereof on February 17, 2025, entitled: "Resolution authorizing and approving a Loan Agreement, providing for the issuance of $6,420,000 General Obligation Corporate Purpose Bonds, Series 2025A, and providing for the levy of taxes to pay the same," and that I have duly placed a copy of the resolution on file in my records. I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2025, and subsequent years as provided in the resolution. WITNESS MY HAND this If day of Q) ,R, 32025. County Auditor -18- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA A... S.. _ OilJ �...: .:. ... ._ �� - ,-S•s Y � _ �74 _ rXur .L `.�Zy 1. 4:ye VAT tii. _ l _ DORSEY DORSEV i WHITNEY LLP February 10, 2025 Via Email Jenny Larson Chief Financial Officer/City Hall Dubuque, Iowa Re: $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B Our File No. 430411-13 Dear Jenny: We have prepared and attach proceedings to be used at the February 17, 2025 City Council meeting to enable the Council to adopt the resolution (the "Resolution") approving the Loan Agreement and providing for the issuance of the Taxable General Obligation Corporate Purpose Bonds, Series 2025B (the "Taxable Series 2025B Bonds"). The proceedings attached include the following items: 1. Minutes of the meeting covering the adoption of the Resolution. The Resolution follows the minutes. The form of Bond, Authentication Certificate and Assignment set out in the Resolution should not be completed or executed. 2. Attestation Certificate with respect to the validity of the transcript. 3. County Filing Certificate relating to the filing of a certified copy of this Resolution in the Dubuque County Auditor's office. After it is adopted, a certified copy of the Resolution must be filed with the Dubuque County Auditor prior to closing on March 4, 2025. An extra copy of the Resolution should be printed for this purpose. Beginning in the 2025-2026 fiscal year, the County Auditor will have a mandatory duty to make a levy of taxes to pay principal of and interest on the Taxable Series 2025B Bonds unless the City's budget each year affirmatively shows that the tax should not be levied because other funds will be applied to the payment of the Taxable Series 2025B Bonds for that budget year. To the extent the City determines that property tax levies will be needed for payment in any year, the tax levy amounts needed must be certified for that year in the City's budget as part of the Debt Service Fund, and the funds derived from sources other than taxes must be shown on the appropriate budget document. As these proceedings are completed, please return one fully executed copy to our office. 8oi Grand Avenue I Suite 4100 1 Des Moines, IA 1 50309-8002 1 T 51-5.283.2-000 1 dorsey.com Page 676 of 797 Page 2 Also attached is a Loan Agreement for execution by the Mayor and City Clerk. Please print the Loan Agreement for execution. After it has been signed, please scan and e-mail a copy to us as soon as possible and in advance of closing. Finally, we are attaching a Registrar and Paying Agent Agreement for the Mayor and City Clerk to sign. Please print a copy for execution, after which it should be returned to us by email so that we may forward it to UMB Bank, n.a. for signature as soon as possible and in advance of closing. If you have any questions, please contact Erin Regan, Cheryl Ritter or me. Best regards, John P. Danos David D. Grossklaus Attachments cc: Adrienne Breitfelder Crenna Bramwell Tionna Pooler Natalie Lawless, UMB Northland Securities, Inc. DORSEY & WHITNEY LLP Page 677 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B MINUTES TO AUTHORIZE THE ISSUANCE OF TAXABLE SERIES 2025B BONDS 430411-13 Dubuque, Iowa February 17, 2025 The City Council of the City of Dubuque, Iowa, met on February 17, 2025, at 6:30 o'clock p.m., at the Historic Federal Building, 350 W. 6ch St., Dubuque, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: MOVL-'' 6a>/ancj1 CAUAJ Mem6zo For6r, JoncS, Re5rlick POVS-)r1l, ,praAk Absent: WC �h�l After due consideration and discussion, Council Member F-0,r6er, introduced the following resolution and moved its adoption, seconded by Council Member W c 1110) The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: CO�Jgrlclah. 7e(Ie5, WfTkall Rou55el( (-0,r6er, ResnI-CK Nays: Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. At the conclusion of the meeting, and upon motion and vote the City Council djourned. Mayor Attest: City Clerk -1- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B RESOLUTION N0:,66-25 Resolution authorizing and approving a Loan Agreement, providing for the issuance of $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B, and providing for the levy of taxes to pay the same WHEREAS, the City of Dubuque (the "City"), in Dubuque County, State of Iowa, heretofore proposed to enter into a loan agreement (the "Essential Purpose Loan Agreement") pursuant to the provisions of Section 384.24A of the Code of Iowa and to borrow money thereunder in a principal amount not to exceed $6,190,000 for the purpose of paying the costs, to that extent, of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; and (d) undertaking demolition/deconstruction of a dangerous and dilapidated property (the "Essential Purpose Projects"), and pursuant to law and a notice duly published, the City Council has held a public hearing on such proposal on January 6, 2025; and WHEREAS, the City also proposed to enter into a loan agreement (the "Exterior and Office Renovations Loan Agreement'), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $890,000 for the purpose of paying the costs, to that extent, of (a) acquiring and installing fire station generators; (b) undertaking fire station roof replacement and repairs; (c) undertaking fire station tuck pointing and related exterior repairs; and (d) undertaking fire department administrative office renovations (the "Exterior and Office Renovations Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Exterior and Office Renovations Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Bunk Room and Systems Improvements Loan Agreement'), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $910,000 for the purpose of paying the costs, to that extent, of (a) undertaking fire station bunk room renovations; (b) undertaking fire station mechanical and electrical systems improvements; and (c) undertaking fire station HVAC replacement (the "Bunk Room and Systems Improvements Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Bunk Room and Systems Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Fire Station Improvements Loan Agreement," and together with the Exterior and Office Renovations Loan Agreement and the Bunk Room and Systems Improvements Loan Agreement, the "General Purpose Loan Agreements"), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $910,000 for the purpose of paying the costs, to that extent, of (a) undertaking fire station facilities improvements; and (b) -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B undertaking improvements to the fire department burn tower training facility (the "Fire Station Improvements Projects," and together with the Exterior and Office Renovations Projects and the Bunk Room and Systems Improvements Projects, the "General Purpose Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Fire Station Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposes to enter into a loan agreement (the "Ice Arena Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $1,185,000 for the purpose of undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Ice Arena Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Parking System Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $4,045,000 for the purpose of undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024 (the "Parking System Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Parking System Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Federal Building Loan Agreement" and together with Ice Arena Loan Agreement and the Parking System Loan Agreement, the "Urban Renewal Loan Agreements"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $870,000 for the purpose of undertaking the Federal Building Renovation Project and the Central Avenue Streetscape Improvements Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024 (the "Federal Building Projects", referred to together with the Ice Arena Dehumidification Project and the Parking System Projects as the "Urban Renewal Projects," and such and such Urban Renewal Projects referred to together with the Essential Purpose Projects and the General Purpose Projects as the "Projects"), and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Federal Building Loan Agreement be submitted to the registered voters of the City; and -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 680 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B WHEREAS, pursuant to the provisions of Section 384.28 of the Code of Iowa, the City combined its authority under the Urban Renewal Loan Agreements, the Essential Purpose Loan Agreement and the General Purpose Loan Agreements into a single loan agreement (the "Loan Agreement"); and WHEREAS, the City has determined to split its authority under the Loan Agreement and to enter into a tax-exempt loan agreement (the "Tax -Exempt Series 2025A Loan Agreement) and a taxable loan agreement, (the "Taxable Series 2025B Loan Agreement"); and WHEREAS, the City intends to issue Taxable General Obligation Corporate Purpose Bonds, Series 2025B (the "Taxable Series 2025B Bonds") in evidence of its obligations under the Taxable Series 2025B Loan Agreement; and WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared by Dorsey & Whitney LLP (the "Disclosure Counsel") as bond and disclosure counsel to the City to facilitate the sale of the General Obligation Corporate Purpose Bonds, Series 2025A, such bonds to be issued in evidence of the obligation of the City under the Tax -Exempt Series 2025A Loan Agreement, and the Taxable Series 2025B Bonds, and the City has made provision for the approval of the P.O.S. and has authorized its use by Independent Public Advisors, LLC, as municipal advisor to the City; and WHEREAS, pursuant to advertisement of sale, bids for the purchase of the Taxable Series 2025B Bonds to be issued in evidence of the City's obligation under the Taxable Series 2025B Loan Agreement was received and canvassed on behalf of the City at the appointed time for the payment of costs of the Projects; and WHEREAS, upon final consideration of all bids, the bid of Northland Securities, Inc., Minneapolis, Minnesota (the "Purchaser"), was the best, such bid proposing the lowest interest cost to the City; and WHEREAS, it is now necessary to make final provision for the approval of the Taxable Series 2025B Loan Agreement and to authorize the issuance of the Taxable Series 2025B Bonds; NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa, as follows: Section 1. The City shall enter into the Taxable Series 2025B Loan Agreement with the Purchaser in substantially the form as has been placed on file with the City Council, providing for a loan to the City in the principal amount of $8,370,000 for the purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Taxable Series 2025B Loan Agreement on behalf of the City, and the Taxable Series 2025B Loan Agreement is hereby approved. -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 681 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B Section 2. The bid of the Purchaser referred to in the preamble hereof is hereby accepted, and the Taxable Series 2025B Bonds, in the aggregate principal amount of $8,370,000, are hereby authorized to be issued in evidence of the City's obligations under the Taxable Series 2025B Loan Agreement. The Taxable Series 2025B Bonds shall be dated March 4, 2025, shall be issued in the denomination of $5,000 each or any integral multiple thereof and shall mature on June 1 in each of the years, in the respective principal amounts, and bearing interest at the respective rates as follows: Date Principal Interest Rate Date Principal Interest Rate 2026 $190,000 4.300% 2036 $445,000 4.900% 2027 $295,000 4.400% 2037 $470,000 4.950% 2028 $315,000 4.450% 2038 $495,000 5.000% 2029 $330,000 4.500% 2039 $520,000 5.050% 2030 $340,000 4.550% 2041 $545,000 5.100% 2031 $355,000 4.650% 2041 $570,000 5.150% 2032 $370,000 4.700% 2042 $600,000 5.200% 2033 $390,000 4.750% 2043 $635,000 5.250% 2034 $410,000 4.800% 2044 $665,000 5.300% 2035 $430,000 4.850% Section 3. UMB Bank, n.a., West Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Taxable Series 2025B Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent." The City shall enter into an agreement (the "Registrar/Paying Agent Agreement") with the Registrar, in substantially the form as has been placed on file with the Council; the Mayor and City Clerk are hereby authorized and directed to sign the Registrar/Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent Agreement is hereby approved. The City reserves the right to optionally prepay part or all of the principal of the Taxable Series 2025B Bonds maturing in the years 2034 to 2044, inclusive, prior to and in any order of maturity on June 1, 2033, or on any date thereafter upon terms of par and accrued interest. If less than all of the Taxable Series 2025B Bonds of any like maturity are to be redeemed, the particular part of those Taxable Series 2025B Bonds to be redeemed shall be selected by the Registrar by lot. The Taxable Series 2025B Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Taxable Series 2025B Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Taxable Series 2025B Bond, a new Taxable Series 2025B Bond or Taxable Series 2025B Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Taxable Series 2025B Bond. Notice of such redemption as aforesaid identifying the Taxable Series 2025B Bond or Taxable Series 2025B Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. Any notice of -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 682 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Taxable Series 2025B Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Taxable Series 2025B Bonds called for redemption in the same manner as the original redemption notice was sent, such notice of cancellation to be made at least five days prior to the date fixed for redemption. All of such Taxable Series 2025B Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. Accrued interest on the Taxable Series 2025B Bonds shall be payable semiannually on the first day of June and December in each year, commencing December 1, 2025. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Taxable Series 2025B Bonds shall be made to the registered owners appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid to the registered owners at the addresses shown on such registration books. Principal of the Taxable Series 2025B Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Taxable Series 2025B Bond or Taxable Series 2025B Bonds at the office of the Paying Agent. The Taxable Series 2025B Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk, and shall be fully registered Taxable Series 2025B Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Taxable Series 2025B Bonds shall cease to be such officer before the delivery of the Taxable Series 2025B Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Taxable Series 2025B Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar. The Taxable Series 2025B Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns. Each Taxable Series 2025B Bond shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Taxable Series 2025B Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 4. Notwithstanding anything above to the contrary, the Taxable Series 2025B Bonds shall be issued initially as Depository Bonds, with one fully registered Taxable Series -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 683 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B 2025B Bond for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Taxable Series 2025B Bonds shall be deposited with DTC for the purpose of maintaining a book -entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Taxable Series 2025B Bonds or the City determines not to continue the book -entry system for recording ownership interests in the Taxable Series 2025B Bonds with DTC, the City will discontinue the book -entry system with DTC. If the City does not select another qualified securities depository to replace DTC (or a successor depository) in order to continue a book -entry system, the City will register and deliver replacement Taxable Series 2025B Bonds in the form of fully registered certificates, in authorized denominations of $5,000 or integral multiples of $5,000, in accordance with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a qualified securities depository to replace DTC, the City will register and deliver replacement Taxable Series 2025B Bonds, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book - entry system for recording ownership interests in the Taxable Series 2025B Bonds. Ownership interests in the Taxable Series 2025B Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Taxable Series 2025B Bonds as nominees will not receive certificated Taxable Series 2025B Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Taxable Series 2025B Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Taxable Series 2025B Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Taxable Series 2025B Bonds. DTC will receive payments from the City, to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Taxable Series 2025B Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book -entry system kept by DTC. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 684 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Taxable Series 2025B Bonds acquired. Transfers of ownership interests in the Taxable Series 2025B Bonds will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Taxable Series 2025B Bonds, except as specifically provided herein. Interest and principal will be paid when due by the City to DTC, then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners. form: Section 5. The Taxable Series 2025B Bonds shall be in substantially the following -8- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 685 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B (Form of Taxable Series 2025B Bond) UNITED STATES OF AMERICA STATE OF IOWA DUBUQUE COUNTY CITY OF DUBUQUE TAXABLE GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2025B No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, March 4, 2025 263868 The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede & Co. New York, New York or registered assigns, the principal sum of THOUSAND DOLLARS in lawful money of the United States of America upon presentation and surrender of this Bond at the office of UMB Bank, n.a., West Des Moines, Iowa (hereinafter referred to as the "Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on June 1 and December 1 of each year, commencing December 1, 2025, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Bond is payable to the registered owner appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date, and shall be paid to the registered owner at the address shown on such registration books. Interest shall be calculated on the basis of a 360- day year comprised of twelve 30-day months. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. This Bond is one of a series of Taxable General Obligation Corporate Purpose Bonds, Series 2025B (the "Taxable Series 2025B Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of March 4, 2025 (the "2025B Loan Agreement"), entered into by the City for the purpose of paying the cost, to that extent, of (a) acquiring fire protection vehicles; (b) undertaking demolition/deconstruction of a dangerous and dilapidated property; (c) undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (d) undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (e) undertaking the Federal Building Renovation Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024. -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 686 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B The Taxable Series 2025B Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2025, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution (the "Resolution") of the City Council, adopted on February 17, 2025, authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of the Taxable Series 2025B Bonds, and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of the Taxable Series 2025B Bonds and the rights of the owners of the Taxable Series 2025B Bonds. The City reserves the right to optionally prepay part or all of the principal of the Taxable Series 2025B Bonds maturing in the years 2034 to 2044, inclusive, prior to and in any order of maturity on June 1, 2033, or on any date thereafter upon terms of par and accrued interest. If less than all of the Taxable Series 2025B Bonds of any like maturity are to be redeemed, the particular part of those Taxable Series 2025B Bonds to be redeemed shall be selected by the Registrar by lot. The Taxable Series 2025B Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Taxable Series 2025B Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Taxable Series 2025B Bond or Taxable Series 2025B Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Taxable Series 2025B Bond. Notice of such redemption as aforesaid identifying the Taxable Series 2025B Bond or Taxable Series 2025B Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Taxable Series 2025B Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Taxable Series 2025B Bonds called for redemption in the same manner as the original redemption notice was sent, such notice of cancellation to be made at least five days prior to the date fixed for redemption. All of such Taxable Series 2025B Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 687 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on this Bond as the same will respectively become due; and that the total indebtedness of the City, including this Bond, does not exceed any constitutional or statutory limitations. IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, by its City Council, has caused this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, as of March 4, 2025. CITY OF DUBUQUE, IOWA By (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk Registration Date: (Registration Date) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Taxable Series 2025B Bonds described in the within -mentioned Resolution. UMB Bank, n.a. West Des Moines, Iowa Registrar By (Authorized Signature) Authorized Officer ABBREVIATIONS The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA (Custodian) As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. -11- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 688 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B Bond to ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint , Attorney, to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: (Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. -12- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 689 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B Section 6. The Taxable Series 2025B Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for registration, authentication and delivery to or on behalf of the Purchaser, upon receipt of the loan proceeds ($8,370,000)(the "Loan Proceeds"), and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects. A portion of the Loan Proceeds ($53,980.85) shall be retained by the Purchaser as the underwriter's discount. A portion of the Loan Proceeds ($8,265,623.73) (the "Project Proceeds") received from the sale of the Taxable Series 2025B Bonds shall be deposited in a dedicated fund (the "Project Fund"), which is hereby created, to be used for the payment of costs of the Projects and to the extent that Project Proceeds remain after the full payment of the costs of the Projects, such Proceeds, shall be transferred to the Debt Service Fund for the payment of interest on the Taxable Series 2025B Bonds. The remainder of the Loan Proceeds ($50,395.42) (the "Cost of Issuance Proceeds"), received from the sale of the Taxable Series 2025B Bonds shall be deposited in the Project Fund, and shall be used for the payment of costs of issuance of the Taxable Series 2025B Bonds, and to the extent that Cost of Issuance Proceeds remain after the full payment of the costs of issuance of the Taxable Series 2025B Bonds, such Cost of Issuance Proceeds shall be transferred to the Debt Service Fund for the payment of interest on the Taxable Series 2025B Bonds. The City shall keep a detailed and segregated accounting of the expenditure of, and investment earnings on, the Loan Proceeds. Section 7. For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Taxable Series 2025B Bonds as the same become due, there is hereby ordered levied on all the taxable property in the City the following direct annual tax for collection in each of the following fiscal years: For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of $700,894; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of $698,288; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of $705,308; For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of $706,290; For collection in the fiscal year beginning July 1, 2029, sufficient to produce the net annual sum of $701,440; -13- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 690 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B For collection in the fiscal year beginning July 1, 2030, sufficient to produce the net annual sum of $700,970; For collection in the fiscal year beginning July 1, 2031, sufficient to produce the net annual sum of $699,463; For collection in the fiscal year beginning July 1, 2032, sufficient to produce the net annual sum of $702,073; For collection in the fiscal year beginning July 1, 2033, sufficient to produce the net annual sum of $703,548; For collection in the fiscal year beginning July 1, 2034, sufficient to produce the net annual sum of $703,868; For collection in the fiscal year beginning July 1, 2035, sufficient to produce the net annual sum of $698,013; For collection in the fiscal year beginning July 1, 2036, sufficient to produce the net annual sum of $701,208; For collection in the fiscal year beginning July 1, 2037, sufficient to produce the net annual sum of $702,943; For collection in the fiscal year beginning July 1, 2038, sufficient to produce the net annual sum of $703,193; For collection in the fiscal year beginning July 1, 2039, sufficient to produce the net annual sum of $701,933; For collection in the fiscal year beginning July 1, 2040, sufficient to produce the net annual sum of $699,138; For collection in the fiscal year beginning July 1, 2041, sufficient to produce the net annual sum of $699,783; For collection in the fiscal year beginning July 1, 2042, sufficient to produce the net annual sum of $703,583; and For collection in the fiscal year beginning July 1, 2043, sufficient to produce the net annual sum of $700,245. -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 691 of 797 Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B Section 8. A certified copy of this resolution shall be filed with the County Auditor of Dubuque County, and the County Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Taxable Series 2025B Bonds hereby authorized and for no other purpose whatsoever. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Taxable Series 2025B Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose, including incremental property tax revenues as provided for in Section 403.19 of the Code of Iowa, may be appropriated, budgeted and, if received, used for the payment of the principal of and interest on the Taxable Series 2025B Bonds as the same become due, and if so appropriated, the taxes for any given fiscal year as provided for in Section 7 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the City's budget. The City hereby reaffirms its intent to budget and appropriate incremental property tax revenues for the payment of some or all of the portion of principal of and interest on the Taxable Series 2025B Bonds attributable to the Urban Renewal Projects identified in the preamble hereof. Section 9. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the sum thus advanced. Section 10. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, an underwriter has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule. On the date of issuance and delivery of the Taxable Series 2025B Bonds, the City will execute and deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the Rule. The City covenants and agrees that it will comply with and carry out the provisions of the Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the Rule and the Continuing Disclosure Certificate. Section 11. The Mayor and the City Clerk are authorized to execute and deliver any and all documents required by bond counsel to effectuate the purposes of this resolution and to issue the Taxable Series 2025B Bonds, including without limitation purchase agreements and closing certificates. -15- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 692 of 797 Dubuque / 43041 I - I3 / Iss Taxable GO CP LA Series 2025B Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. This resolution shall be in full force and effect immediately upon its approval and adoption, as provided by law. Passed and approved February 17, 2025. Attest: City Clerk , , I — �-'- �' �4� Mayo -16- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Iss Taxable GO CP LA Series 2025B ATTESTATION CERTIFICATE STATE OF IOWA COUNTY OF DUBUQUE SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that as such City Clerk I have in my possession or have access to the complete corporate records of the City and of its City Council and officers and that I have carefully compared the transcript hereto attached with those corporate records and that the transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of a resolution authorizing a Loan Agreement and providing for the issuance of $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B of the City evidencing the City's obligation under the Loan Agreement and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time with respect thereto. I further certify that no appeal has been taken to the District Court from the decision of the City Council to enter into the Loan Agreement, to issue the Taxable Series 2025B Bonds or to levy taxes to pay the principal of and interest on the Taxable Series 2025B Bonds. WITNESS MY HAND this I day of Ff1b 0,(Y 12025. a4,n,�e� "& City Clerk -17- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque 1 430411-13 / Iss Taxable GO CP LA Series 2025E COUNTY FILING CERTIFICATE STATE OF IOWA SS: DUBUQUE COUNTY I, the undersigned, County Auditor of Dubuque County, in the State of Iowa, do hereby certify that on the I day of F-ldt aA-- , 2025, the City Clerk of the City of Dubuque filed in my office a certified copy of a resolution of such City shown to have been adopted by the City Council and approved by the Mayor thereof on February 17, 2025, entitled: "Resolution authorizing and approving a Loan Agreement, providing for the issuance of $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B, and providing for the levy of taxes to pay the same," and that I have duly placed a copy of the resolution on file in my records. I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2025, and subsequent years as provided in the resolution. WITNESS MY HAND this 0 day of Q*,,,,, 12025. County Audit r -18- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA -= r 3 - T _ G.. } { r Dubuque/430411-13/ CDC (over $10 Million) (Series 2025ABC) CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Dubuque, Iowa (the "Issuer"), in connection with the issuance of $6,420,000 General Obligation Corporate Purpose Bonds, Series 2025A, $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B, and $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C (collectively, the "Bonds"), dated March 4, 2025. The Bonds are being issued pursuant to resolutions of the Issuer approved on February 17, 2025 (collectively the "Resolution"). The Issuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12. Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean the Dissemination Agent, if any, designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the MSRB's Electronic Municipal Market Access system available at http:Hemma.msrb.org. "Financial Obligation" shall mean a (i) debt obligation, (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or, (iii) guarantee of either (i) or (ii). The term "Financial Obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB pursuant to the Rule. "Holders" shall mean the registered holders of the Bonds, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. -1- Page 696 of 797 Dubuque/430411-13/ CDC (over $10 Million) (Series 2025ABC) "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Iowa. Section 3. Provision of Annual Reports. (a) Not later than June 30 (the "Submission Deadline") of each year following the end of the 2023-2024 fiscal year, the Issuer shall, or shall cause the Dissemination Agent (if any) to, file on EMMA an electronic copy of its Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate in a format and accompanied by such identifying information as prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the Submission Deadline if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c), and the Submission Deadline beginning with the subsequent fiscal year will become one year following the end of the changed fiscal year. (b) If the Issuer has designated a Dissemination Agent, then not later than fifteen (15) business days prior to the Submission Deadline, the Issuer shall provide the Annual Report to the Dissemination Agent. (c) If the Issuer is unable to provide an Annual Report by the Submission Deadline, in a timely manner thereafter, the Issuer shall, or shall cause the Dissemination Agent (if any) to, file a notice on EMMA stating that there has been a failure to provide an Annual Report on or before the Submission Deadline. Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or include by reference the following: (a) The Audited Financial Statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the extent such audited financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements are not available by the Submission Deadline, the Annual Report shall contain unaudited -2- Page 697 of 797 Dubuque/430411-13/ CDC (over $10 Million) (Series 2025ABC) financial information (which may include any annual filing information required by State law) accompanied by a notice that the audited financial statements are not yet available, and the audited financial statements shall be filed on EMMA when they become available. (b) Tables, schedules or other information contained in the official statement for the Bonds, under the following captions: PROPERTY VALUES Trend of Valuations Larger Taxpayers INDEBTEDNESS Debt Limit Direct Debt First Lien General Obligation Debt Second Lien Sales Tax Increment General Obligation Debt Total General Obligation Debt Subject to Debt Limit Annual Fiscal Year Debt Service Payments First Lien General Obligation Debt Second Lien General Obligation Debt Urban Renewal Revenue Debt Other Debt Water Revenue Debt Sewer Revenue Debt Stormwater Revenue Debt Other Obligations Debt Ratios Direct General Obligation Debt Levies and Collections Tax Rates City of Dubuque Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which are available on EMMA or are filed with the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available on EMMA. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds: (1) Principal and interest payment delinquencies. -3- Page 698 of 797 Dubuque/430411-13/ CDC (over $10 Million) (Series 2025ABC) (2) Non-payment related defaults, if material. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the obligated person. Note to paragraph (12): For the purposes of the event identified in subparagraph (12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. -4- Page 699 of 797 Dubuque/430411-13/ CDC (over $10 Million) (Series 2025ABC) (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (15) Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material. (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. (b) If a Listed Event described in Section 5(a) paragraph (2), (7), (8) (but only with respect to bond calls under (8)), (10), (13), (14), or (15) has occurred and the Issuer has determined that such Listed Event is material under applicable federal securities laws, the Issuer shall, in a timely manner but not later than ten business days after the occurrence of such Listed Event, promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such notice in a format and accompanied by such identifying information as prescribed by the MSRB. (c) If a Listed Event described in Section 5(a) paragraph (1), (3), (4), (5), (6), (8) (but only with respect to tender offers under (8)), (9), (11), (12), or (16) above has occurred the Issuer shall, in a timely manner but not later than ten business days after the occurrence of such Listed Event, promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such notice in a format and accompanied by such identifying information as prescribed by the MSRB. Notwithstanding the foregoing, notice of Listed Events described in Section (5)(a) paragraphs (8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. Section 6. Termination of Reporting Obligation. _ The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or Annual Report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be Independent Public Advisors, LLC. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: -5- Page 700 of 797 Dubuque/430411-13/ CDC (over $10 Million) (Series 2025ABC) (a) (i) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (ii) the undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (iii) the amendment or waiver either (1) is approved by a majority of the Holders, or (2) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners; or (b) the amendment or waiver is necessary to comply with modifications to or interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing audited financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the audited financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the -6- Page 701 of 797 Dubuque/430411-13/ CDC (over $10 Million) (Series 2025ABC) event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent, if any, shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: March 4, 2025 Attest: By b4WA City Clerk CITY OF DUBUQUE, IOWA i Mayor DIE _ - _,__ - - :::i- r�::- ._- -_ _ -�- DORSEY DORSEV i WHITNEY LLP February 11, 2025 Via Email Jenny Larson Chief Financial Officer/City Hall Dubuque, Iowa Re: $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C Our File No. 430411-15 Dear Jenny: We have prepared and attach proceedings to be used at the February 17, 2025 City Council meeting to enable the Council to adopt the resolution (the "Resolution") approving the Loan Agreement and providing for the issuance of the Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Taxable Series 2025C Bonds"). The proceedings attached include the following items: 1. Minutes of the meeting covering the adoption of the Resolution. The Resolution follows the minutes. The form of Bond, Authentication Certificate and Assignment set out in the Resolution should not be completed or executed. 2. Attestation Certificate with respect to the validity of the transcript. 3. County Filing Certificate relating to the filing of a certified copy of this Resolution in the Dubuque County Auditor's office. After it is adopted, a certified copy of the Resolution must be filed with the Dubuque County Auditor prior to closing on March 4, 2025. An extra copy of the Resolution should be printed for this purpose. Beginning in the 2025-2026 fiscal year, the County Auditor will have a mandatory duty to make a levy of taxes to pay principal of and interest on the Taxable Series 2025C Bonds unless the City's budget each year affirmatively shows that the tax should not be levied because other funds will be applied to the payment of the Taxable Series 2025C Bonds for that budget year. To the extent the City determines that property tax levies will be needed for payment in any year, the tax levy amounts needed must be certified for that year in the City's budget as part of the Debt Service Fund, and the funds derived from sources other than taxes must be shown on the appropriate budget document. As these proceedings are completed, please return one fully executed copy to our office. 8oi Grand Avenue I Suite 4100 1 Des Moines, IA 1 50309-8002 1 T 51-5.283.2-000 1 dorsey.com Page 703 of 797 Page 2 Also attached is a Loan Agreement for execution by the Mayor and City Clerk. Please print the Loan Agreement for execution. After it has been signed, please scan and e-mail a copy to us as soon as possible and in advance of closing. Finally, we are attaching a Registrar and Paying Agent Agreement for the Mayor and City Clerk to sign. Please print a copy for execution, after which it should be returned to us by email so that we may forward it to UMB Bank, n.a. for signature as soon as possible and in advance of closing. If you have any questions, please contact Erin Regan, Emily Hammond or me. Best regards, John P. Danos David D. Grossklaus Attachments cc: Adrienne Breitfelder Crenna Brumwell Tionna Pooler Natalie Lawless, UMB Northland Securities, Inc. DORSEY & WHITNEY LLP Page 704 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C MINUTES TO AUTHORIZE THE ISSUANCE OF TAXABLE SERIES 2025C BONDS 430411-15 Dubuque, Iowa February 17, 2025 The City Council of the City of Dubuque, Iowa, met on February 17, 2025, at 6:30 o'clock p.m., at the Historic Federal Building, 350 W. 61h St., Dubuque, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: (0,Vor cow-yi nk COUPC I fr1Cmher\5 Farkr, Tones. Re so A' RoyS;A I Absent: After due consideration and discussion, Council Member rc,/-kcr introduced the following resolution and moved its adoption, seconded by Council Member Lt;C+C\1 The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: ��// Ayes: (� v�nc� , �� �� obis lI _rrkok. Faro, ! `� , ►'l: C k Nays: Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. • • . At the conclusion of the meeting, and upon motion and vote, the City Council adjourned. ayor Attest: City Clerk -1- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-15 / Iss Taxable GO UR LA Sefies 2025C RESOLUTION NO. 67-25 Resolution authorizing and approving a Loan Agreement, providing for the issuance of $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C, and providing for the levy of taxes to pay the same WHEREAS, the City of Dubuque (the "City"), in Dubuque County, State of Iowa, heretofore proposed to enter into a loan agreement (the "Taxable Series 2025C Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $9,250,000 for the purpose of undertaking the Iowa Amphitheater on Schmitt Island Project (the "Project"), an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Taxable Series 2025C Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City Council previously determined to enter into the Taxable Series 2025C Loan Agreement in the future and ordered that Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Taxable Series 2025C Bonds") be issued at such time, in evidence of the City's obligations thereunder; and WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared by Dorsey & Whitney LLP (the "Disclosure Counsel") as bond and disclosure counsel to the City to facilitate the sale of the Taxable Series 2025C Bonds, such bonds to be issued in evidence of the obligation of the City under the Taxable Series 2025C Loan Agreement, and the City has made provision for the approval of the P.O.S. and has authorized its use by Independent Public Advisors, LLC, as municipal advisor to the City; and WHEREAS, pursuant to advertisement of sale, bids for the purchase of the Taxable Series 2025C Bonds to be issued in evidence of the City's obligation under the Taxable Series 2025C Loan Agreement were received and canvassed on behalf of the City at the appointed time for the payment of costs of the Project; and WHEREAS, upon final consideration of all bids, the bid of Northland Securities, Inc., Minneapolis, Minnesota (the "Purchaser"), was the best, such bid proposing the lowest interest cost to the City; and WHEREAS, it is now necessary to make final provision for the approval of the Taxable Series 2025C Loan Agreement and to authorize the issuance of the Taxable Series 2025C Bonds; NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa, as follows: Section 1. The City shall enter into the Taxable Series 2025C Loan Agreement with the Purchaser in substantially the form as has been placed on file with the City Council, providing -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C providing for a loan to the City in the principal amount of $8,945,000 for the purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Taxable Series 2025C Loan Agreement on behalf of the City, and the Taxable Series 2025C Loan Agreement is hereby approved. Section 2. The bid of the Purchaser referred to in the preamble hereof is hereby accepted, and the Taxable Series 2025C Bonds, in the aggregate principal amount of $8,945,000, are hereby authorized to be issued in evidence of the City's obligations under the Taxable Series 2025C Loan Agreement. The Taxable Series 2025C Bonds shall be dated March 4, 2025, shall be issued in the denomination of $5,000 each or any integral multiple thereof and shall mature on June 1 in each of the years, in the respective principal amounts, and bearing interest at the respective rates as follows: Date Principal Interest Rate Date Principal Interest Rate 2029 $380,000 4.500% 2037 $560,000 4.950% 2030 $395,000 4.550% 2038 $585,000 5.000% 2031 $415,000 4.650% 2039 $615,000 5.000% 2032 $430,000 6.000% 2040 $645,000 5.000% 2033 $455,000 6.000% 2041 $680,000 5.000% 2034 $485,000 4.800% 2042 $715,000 5.125% 2035 $510,000 4.850% 2043 $750,000 5.125% 2036 $535,000 4.900% 2044 $790,000 5.125% Section 3. UMB Bank, n.a., West Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Taxable Series 2025C Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent." The City shall enter into an agreement (the "Registrar/Paying Agent Agreement") with the Registrar, in substantially the form as has been placed on file with the Council; the Mayor and City Clerk are hereby authorized and directed to sign the Registrar/Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent Agreement is hereby approved. The City reserves the right to optionally prepay part or all of the principal of the Taxable Series 2025C Bonds maturing in the years 2034 to 2044, inclusive, prior to and in any order of maturity on June 1, 2033, or on any date thereafter upon terms of par and accrued interest. If less than all of the Taxable Series 2025C Bonds of any like maturity are to be redeemed, the particular part of those Taxable Series 2025C Bonds to be redeemed shall be selected by the Registrar by lot. The Taxable Series 2025C Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Taxable Series 2025C Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Taxable Series 2025C Bond, a new Taxable Series 2025C Bond or Taxable Series 2025C Bonds, in any authorized denomination, in -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 707 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C a total aggregate principal amount equal to the unredeemed balance of the original Taxable Series 2025C Bond. Notice of such redemption as aforesaid identifying the Taxable Series 2025C Bond or Taxable Series 2025C Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Taxable Series 2025C Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Taxable Series 2025C Bonds called for redemption in the same manner as the original redemption notice was sent, such notice of cancellation to be made at least five days prior to the date fixed for redemption. All of such Taxable Series 2025C Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. Accrued interest on the Taxable Series 2025C Bonds shall be payable semiannually on the first day of June and December in each year, commencing December 1, 2025. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Taxable Series 2025C Bonds shall be made to the registered owners appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid to the registered owners at the addresses shown on such registration books. Principal of the Taxable Series 2025C Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Taxable Series 2025C Bond or Taxable Series 2025C Bonds at the office of the Paying Agent. The Taxable Series 2025C Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk, and shall be fully registered Taxable Series 2025C Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Taxable Series 2025C Bonds shall cease to be such officer before the delivery of the Taxable Series 2025C Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Taxable Series 2025C Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar. The Taxable Series 2025C Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns. Each Taxable Series 2025C Bond shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 708 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C The record and identity of the owners of the Taxable Series 2025C Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 4. Notwithstanding anything above to the contrary, the Taxable Series 2025C Bonds shall be issued initially as Depository Bonds, with one fully registered Taxable Series 2025C Bond for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Taxable Series 2025C Bonds shall be deposited with DTC for the purpose of maintaining a book -entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Taxable Series 2025C Bonds or the City determines not to continue the book -entry system for recording ownership interests in the Taxable Series 2025C Bonds with DTC, the City will discontinue the book -entry system with DTC. If the City does not select another qualified securities depository to replace DTC (or a successor depository) in order to continue a book -entry system, the City will register and deliver replacement Taxable Series 2025C Bonds in the form of fully registered certificates, in authorized denominations of $5,000 or integral multiples of $5,000, in accordance with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a qualified securities depository to replace DTC, the City will register and deliver replacement Taxable Series 2025C Bonds, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book - entry system for recording ownership interests in the Taxable Series 2025C Bonds. Ownership interests in the Taxable Series 2025C Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Taxable Series 2025C Bonds as nominees will not receive certificated Taxable Series 2025C Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Taxable Series 2025C Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Taxable Series 2025C Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Taxable Series 2025C Bonds. DTC will receive payments from the City, to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Taxable Series 2025C Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book -entry system kept by DTC. -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 709 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Taxable Series 2025C Bonds acquired. Transfers of ownership interests in the Taxable Series 2025C Bonds will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Taxable Series 2025C Bonds, except as specifically provided herein. Interest and principal will be paid when due by the City to DTC, then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners. form: Section 5. The Taxable Series 2025C Bonds shall be in substantially the following -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 710 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C (Form of Taxable Series 2025C Bond) UNITED STATES OF AMERICA STATE OF IOWA DUBUQUE COUNTY CITY OF DUBUQUE TAXABLE GENERAL OBLIGATION URBAN RENEWAL BOND, SERIES 2025C No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, March 4, 2025 263868 The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede & Co. New York, New York or registered assigns, the principal sum of THOUSAND DOLLARS in lawful money of the United States of America upon presentation and surrender of this Bond at the office of UMB Bank, n.a., West Des Moines, Iowa (hereinafter referred to as the "Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on June 1 and December 1 of each year, commencing December 1, 2025, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Bond is payable to the registered owner appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date, and shall be paid to the registered owner at the address shown on such registration books. Interest shall be calculated on the basis of a 360- day year comprised of twelve 30-day months. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. This Bond is one of a series of Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Taxable Series 2025C Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of March 4, 2025 (the "Taxable Series 2025C Loan Agreement"), entered into by the City for the purpose of paying the cost, to that extent, of undertaking the Iowa Amphitheater on Schmitt Island Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024. The Taxable Series 2025C Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2025, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution (the "Resolution") of the City Council, adopted on February 17, 2025, authorizing and approving the Taxable Series 2025C Loan Agreement and providing for the issuance and securing the payment of the Taxable Series 2025C Bonds, and reference is -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 711 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C hereby made to the Resolution and the Taxable Series 2025C Loan Agreement for a more complete statement as to the source of payment of the Taxable Series 2025C Bonds and the rights of the owners of the Taxable Series 2025C Bonds. The City reserves the right to optionally prepay part or all of the principal of the Taxable Series 2025C Bonds maturing in the years 2034 to 2044, inclusive, prior to and in any order of maturity on June 1, 2033, or on any date thereafter upon terms of par and accrued interest. If less than all of the Taxable Series 2025C Bonds of any like maturity are to be redeemed, the particular part of those Taxable Series 2025C Bonds to be redeemed shall be selected by the Registrar by lot. The Taxable Series 2025C Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Taxable Series 2025C Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Taxable Series 2025C Bond or Taxable Series 2025C Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Taxable Series 2025C Bond. Notice of such redemption as aforesaid identifying the Taxable Series 2025C Bond or Taxable Series 2025C Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Taxable Series 2025C Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Taxable Series 2025C Bonds called for redemption in the same manner as the original redemption notice was sent, such notice of cancellation to be made at least five days prior to the date fixed for redemption. All of such Taxable Series 2025C Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on this Bond as the same will respectively become due; and that the total indebtedness of the City, including this Bond, does not exceed any constitutional or statutory limitations. -8- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 712 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, by its City Council, has caused this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, as of March 4, 2025. CITY OF DUBUQUE, IOWA By (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk Registration Date: (Registration Date) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Taxable Series 2025C Bonds described in the within -mentioned Resolution. UMB Bank, n.a. West Des Moines, Iowa Registrar By (Authorized Signature) Authorized Officer ABBREVIATIONS The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA (Custodian) As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 713 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C Bond to ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint , Attorney, to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: (Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 714 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C Section 6. The Taxable Series 2025C Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for registration, authentication and delivery to or on behalf of the Purchaser, upon receipt of the loan proceeds ($8,962,412.95) (the "Loan Proceeds"), including net premium ($17,412.95), and all action heretofore taken in connection with the Taxable Series 2025C Loan Agreement is hereby ratified and confirmed in all respects. A portion of the Loan Proceeds ($94,034.60) shall be retained by the Purchaser as the underwriter's discount. A portion of the Loan Proceeds ($8,817,650.54) (the "Project Proceeds") received from the sale of the Taxable Series 2025C Bonds shall be deposited in a dedicated fund (the "Project Fund"), which is hereby created, to be used for the payment of costs of the Project, and to the extent that Project Proceeds remain after the full payment of the costs of the Project, such Proceeds, shall be transferred to the Debt Service Fund for the payment of interest on the Taxable Series 2025C Bonds. The remainder of the Loan Proceeds ($50,727.81) (the "Cost of Issuance Proceeds"), received from the sale of the Taxable Series 2025C Bonds shall be deposited in the Project Fund, and shall be used for the payment of costs of issuance of the Taxable Series 2025C Bonds, and to the extent that Cost of Issuance Proceeds remain after the full payment of the costs of issuance of the Taxable Series 2025C Bonds, such Cost of Issuance Proceeds shall be transferred to the Debt Service Fund for the payment of interest on the Taxable Series 2025C Bonds. The City shall keep a detailed and segregated accounting of the expenditure of, and investment earnings on, the Loan Proceeds. Section 7. For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Taxable Series 2025C Bonds as the same become due, there is hereby ordered levied on all the taxable property in the City the following direct annual tax for collection in each of the following fiscal years: For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of $560,289; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of $ 451,239; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of $ 451,239; For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of $ 831,239; For collection in the fiscal year beginning July 1, 2029, sufficient to produce the net annual sum of $ 829,139; -11- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 715 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C For collection in the fiscal year beginning July 1, 2030, sufficient to produce the net annual sum of $ 831,167; For collection in the fiscal year beginning July 1, 2031, sufficient to produce the net annual sum of $ 826,869; For collection in the fiscal year beginning July 1, 2032, sufficient to produce the net annual sum of $ 826,069; For collection in the fiscal year beginning July 1, 2033, sufficient to produce the net annual sum of $ 828,769; For collection in the fiscal year beginning July 1, 2034, sufficient to produce the net annual sum of $ 830,489; For collection in the fiscal year beginning July 1, 2035, sufficient to produce the net annual sum of $ 830,754; For collection in the fiscal year beginning July 1, 2036, sufficient to produce the net annual sum of $ 829,539; For collection in the fiscal year beginning July 1, 2037, sufficient to produce the net annual sum of $ 826,819; For collection in the fiscal year beginning July 1, 2038, sufficient to produce the net annual sum of $ 827,569; For collection in the fiscal year beginning July 1, 2039, sufficient to produce the net annual sum of $ 826,819; For collection in the fiscal year beginning July 1, 2040, sufficient to produce the net annual sum of $ 829,569; For collection in the fiscal year beginning July 1, 2041, sufficient to produce the net annual sum of $ 830,569; For collection in the fiscal year beginning July 1, 2042, sufficient to produce the net annual sum of $ 828,925; and For collection in the fiscal year beginning July 1, 2043, sufficient to produce the net annual sum of $ 830,488. Section 8. A certified copy of this resolution shall be filed with the County Auditor of Dubuque County, and the County Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein as a special account to be used solely and only for the payment -12- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 716 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C of the principal of and interest on the Taxable Series 2025C Bonds hereby authorized and for no other purpose whatsoever. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Taxable Series 2025C Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose, including incremental property tax revenues as provided for in Section 403.19 of the Code of Iowa, may be appropriated, budgeted and, if received, used for the payment of the principal of and interest on the Taxable Series 2025C Bonds as the same become due, and if so appropriated, the taxes for any given fiscal year as provided for in Section 7 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the City's budget. The City hereby reaffirms its intent to budget and appropriate incremental property tax revenues for the payment of some or all of the portion of principal of and interest on the Taxable Series 2025C Bonds attributable to the Project identified in the preamble hereof. Section 9. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the sum thus advanced. Section 10. It is the intention of the City that the interest on the Taxable Series 2025C Bonds be and remain exempt from the taxes imposed by Subchapter II (Personal Net Income Tax) and Subchapter III (Business Tax on Corporations) of Chapter 422 of the Code of Iowa, as amended. The City hereby declares that the Taxable Series 2025C Bonds are being issued solely for the urban renewal purposes of the City pursuant to the authority granted in Section 403.12 of the Code of Iowa and under the urban renewal plan for the Greater Downtown Urban Renewal Area. Furthermore, the City covenants to use the proceeds from the issuance of the Taxable Series 2025C Bonds strictly for the carrying out of urban renewal projects in the Greater Downtown Urban Renewal Area as set forth in the preamble hereof. Section 11. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, an underwriter has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule. On the date of issuance and delivery of the Taxable Series 2025C Bonds, the City will execute and deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the Rule. The City covenants and agrees that it will comply with and carry out the provisions of the Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the Rule and the Continuing Disclosure Certificate. -13- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 717 of 797 Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C the Taxable Series 2025C Bonds, including without limitation purchase agreements and closing certificates. Section 13. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 14. This resolution shall be in full force and effect immediately upon its approval and adoption, as provided by law. Passed and approved February 17, 2025. Mayor Attest: 6-yn' t �21 k J-A City Clerk -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-15 / Iss Taxable GO UR LA Series 2025C ATTESTATION CERTIFICATE STATE OF IOWA COUNTY OF DUBUQUE SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that as such City Clerk I have in my possession or have access to the complete corporate records of the City and of its City Council and officers and that I have carefully compared the transcript hereto attached with those corporate records and that the transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of a resolution authorizing a Loan Agreement and providing for the issuance of $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C of the City evidencing the City's obligation under the Loan Agreement and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time with respect thereto. I further certify that no appeal has been taken to the District Court from the decision of the City Council to enter into the Loan Agreement, to issue the Taxable Series 2025C Bonds or to levy taxes to pay the principal of and interest on the Taxable Series 2025C Bonds. Q+n WITNESS MY HAND this J 1 day of FC r �A OX �, 2025. City Clerk -15- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 43041 l - l 5 / Iss Taxable GO UR LA Series 2025C COUNTY FILING CERTIFICATE STATE OF IOWA SS: DUBUQUE COUNTY I, the undersigned, County Auditor of Dubuque County, in the State of Iowa, do hereby certify that on the /_ day of �,,�� , 2025, the City Clerk of the City of Dubuque filed in my office a certified copy of'a resolution of such City shown to have been adopted by the City Council and approved by the Mayor thereof on February 17, 2025, entitled: "Resolution authorizing and approving a Loan Agreement, providing for the issuance of $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C, and providing for the levy of taxes to pay the same," and that I have duly placed a copy of the resolution on file in my records. I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2025, and subsequent years as provided in the resolution. WITNESS MY HAND this lei day of 1Ce ��,�,,, 2025. n �Xk County Audito -16- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA + ;Y C' i ry J � �wY � a t l��•� it(75 s. �� �• Ito " �r'v^`s kf - 1 •% l• - t _ t: LOAN AGREEMENT (SERIES 2025C) This Loan Agreement is entered into as of March 4, 2025, by and between the City of Dubuque, Iowa (the "City"), and Northland Securities, Inc., Minneapolis, Minnesota (the "Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of $8,945,000 and the City's obligation to repay hereunder shall be evidenced by the issuance of Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Bonds") in the aggregate principal amount of $8,945,000. 2. The City has adopted a resolution on February 17, 2025 (the "Resolution") authorizing and approving this Loan Agreement and providing for the issuance of the Bonds and the levy of taxes to pay the principal of and interest on the Bonds for the purpose or purposes set forth in the Resolution. The Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. In and by the Resolution, provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on the Bonds as the same will respectively become due. 3. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to or on behalf of the Purchaser to evidence the City's obligation to repay the amounts payable hereunder. The Bonds shall be dated March 4, 2025, shall be in denominations of $5,000 or integral multiples thereof, shall bear interest, shall be payable as to principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided in the Bonds and the Resolution. 4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. Attest: n _a�� City Clerk CITY OF DUBUQUE, IOWA ayor NORTHLAND SECURITIES, INC. Minneapolis, Minnesota (Signature) (Print Name and Title) i i J •i 5 - 11 _ 1 Peter AndersonManaging Director Peter AndersonManaging Director 2025B LOAN AGREEMENT This Loan Agreement is entered into as of March 4, 2025, by and between the City of Dubuque, Iowa (the "City") and Northland Securities, Inc., Minneapolis, Minnesota (the "Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of $8,370,000 and the City's obligation to repay hereunder shall be evidenced by the issuance of Taxable General Obligation Corporate Purpose Bonds, Series 2025B in the aggregate principal amount of $8,370,000 (the "Bonds"). 2. The City has adopted a resolution on February 17, 2025 (the "Resolution") authorizing and approving this Loan Agreement and providing for the issuance of the Bonds and the levy of taxes to pay the principal of and interest on the Bonds for the purpose or purposes set forth in the Resolution. The Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. In and by the Resolution, provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on the Bonds as the same will respectively become due. 3. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to or on behalf of the Purchaser to evidence the City's obligation to repay the amount payable hereunder. The Bonds shall be dated March 4, 2025, shall bear interest, shall be payable as to principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided therein and in the Resolution. 4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. Attest: JWWA171Z — City Clerk CITY OF DUBUQUE, IOWA Mayor NORTHLAND SECURITIES, INC. Minneapolis, Minnesota (Signature) (Print Name and Title) _r rnY 4i � s = S 4 4 _ G Y. REGISTRAR / PAYING AGENT AGREEMENT THIS AGREEMENT is made and entered into this March 4, 2025 (the "Dated Date") by and between the City of Dubuque, Iowa hereinafter called "ISSUER", and UMB Bank, n.a., a national banking association with its principal payment office in Kansas City, Missouri, in its capacity as paying agent and registrar, hereinafter called the "AGENT". WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance, resolution, order, final terms certificate, notice of sale or other authorizing instrument of the governing body of the ISSUER, hereinafter collectively called the "Bond Document" certain bonds, certificates, notes and/or other debt instruments, more particularly described as $6,420,000 General Obligation Corporate Purpose Bonds, Series 2025A hereinafter called the "Bonds"; and WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT as agent to perform registrar and paying agent services, to wit: establishing and maintaining a record of the owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient manner, making payments of principal and interest when due pursuant to the terms and conditions of the Bonds, and for other related purposes; and WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains the necessary facilities to properly perform the required services as such registrar and paying agent and is willing to serve in such capacities for the ISSUER; NOW THEREFORE, in consideration of mutual promises and covenants herein contained the parties agree as follows: 1. The ISSUER has designated and appointed the AGENT as registrar and paying agent of the Bonds pursuant to the Bond Document, and the AGENT has accepted such appointment and agrees to provide the services set forth therein and herein. 2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the proceedings related to the Bonds to contain the following documents: a) A copy of the Bond Document, and the consent or approval of any other governmental or regulatory authority, required by law to approve or authorize the issuance of the Bonds; b) A written opinion by an attorney or by a firm of attorneys with a nationally recognized standing in the field of municipal bond financing, and any supporting or supplemental opinions, to the effect that the Bonds and the Bond Document have been duly authorized and issued by, are legally binding upon and are enforceable against the ISSUER; c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the purchaser(s) of the Bonds, and such other documents related to the issuance of the Bonds as the Agent reasonably deems necessary or appropriate; and d) Unless Paragraph 20 hereof is applicable, in addition to the transcript of proceedings a reasonable supply of blank Bond certificates bearing the manual or facsimile signatures of Page 724 of 797 officials of the ISSUER authorized to sign certificates and, if required by the Bond Document, impressed with the ISSUER's seal or facsimile thereof, to enable the AGENT to provide Bond Certificates to the holders of the Bonds upon original issuance or the transfer thereof. The foregoing documents may be subject to the review and approval of legal counsel for the AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of any future amendment or change in respect of any of the foregoing, together with such documentation as the AGENT reasonably deems necessary or appropriate. 3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall be printed in a manner to minimize the possibility of counterfeiting. This requirement shall be deemed satisfied by use of a certificate format meeting the standard developed by the American National Standards Committee or in such other format as the AGENT may accept by its authentication thereof. The AGENT shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are outstanding, provide a reasonable supply of additional blank certificates at any time upon request of the AGENT. All such certificates shall satisfy the requirements set forth in Paragraphs 2(d) and 3. 4. The AGENT shall initially register and authenticate, pursuant to instructions from the ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into a Bond registry record the certificate number of the Bond and the name and address of the owner. The AGENT shall maintain such registry of owners of the Bonds until all the Bonds have been fully paid and surrendered. The initial owner of each Bond as reflected in the registry of owners shall not be changed except upon transfers of ownership and in accordance with procedures set forth in the Bond Document or this Agreement. 5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in the Bond Document. Absent specific guidelines in the Bond Document, transfers of ownership of the Bonds shall be made by the AGENT only upon delivery to the AGENT of a properly endorsed Bond or of a Bond accompanied by a properly endorsed transfer instrument, accompanied by such documents as the AGENT may deem necessary to evidence the authority of the person making the transfer, and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. The AGENT reserves the right to refuse to transfer any Bond until it is satisfied that each necessary endorsement is genuine and effective, and for that purpose it may require guarantees of signatures in accordance with applicable rules of the Securities and Exchange Commission and the standards and procedures of the AGENT, together with such other assurances as the AGENT shall deem necessary or appropriate. The AGENT shall incur no liability for delays in registering transfers as a result of inquiries into adverse claims or for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation and surrender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT shall (a) cancel the surrendered Bond; (b) register a new Bond(s) as directed in the same aggregate principal amount and maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and address, together with the certificate number of the new Bond(s), in its registry of owners. 6. The AGENT may deliver Bonds by first class, certified, or registered mail, or by courier. 2 Page 725 of 797 7. Ownership of, payment of the principal amount of, redemption premium, if any, and interest due on the Bonds and delivery of notices shall be subject to the provisions of the Bond Document, and for all other purposes. The AGENT shall have no responsibility to determine the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon written request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other communications from the ISSUER to the holders of the Bonds as recorded in the registry maintained by the AGENT. 8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from or demand of the AGENT, provide to the AGENT funds that are immediately available at least one business day prior to the relevant interest and/or principal payment date, sufficient to pay on each interest payment date and each principal payment date, all interest and principal then payable under the terms and provisions of the Bond Document and the Bonds. The AGENT shall have no responsibility to make any such payments to the extent ISSUER has not provided sufficient immediately available funds to AGENT on the relevant payment date. Unless the Bond Document provides otherwise, in the event that an interest and/or principal payment date shall be a date that is not a business day, payment may be made on the next succeeding business day and no interest shall accrue. The term "business day" shall include all days except Saturdays, Sundays and legal holidays recognized by the Federal Reserve Bank of Kansas City, Missouri. 9. Unless otherwise provided in the Bond Document and subject to the provisions of Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it, the AGENT will pay to the record owners of the Bonds as of any record date (as specified in the Bond certificate or Bond Document) the interest due thereon as of the related interest payment date or any redemption date and, will pay upon presentation and surrender of such Bond at maturity or earlier date of redemption to the owner of any Bond, the principal or redemption amount of such Bond. 10. The AGENT may make a charge against any Bond owner sufficient for the reimbursement of any governmental tax or other charge required to be paid for any reason, including, but not limited to, failure of such owner to provide a correct taxpayer identification number to the AGENT. Such charge may be deducted from an interest or principal payment due to such owner. 11. Unless payment of interest, principal, and redemption premium, if any, is made by electronic transfer all payments will be made by check or draft and mailed to the last address of the owner as reflected on the registry of owners, or to such other address as directed in writing by the owner. In the event of payment of interest, the principal amount of and redemption premium, if any, by electronic transfer, the AGENT shall make payment by such means, at the expense of the ISSUER, pursuant to written instructions from the owner. 12. Subject to the provisions of the Bond Document, the AGENT may pay at maturity or redemption or issue new certificates to replace certificates represented to the AGENT to have been lost, destroyed, stolen or otherwise wrongfully taken, but first may require the Bond owner to pay a replacement fee, to furnish an affidavit of loss, and/or furnish either an indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER and the AGENT. 3 Page 726 of 797 13. The AGENT shall comply with the provisions, if any, of the Bond Document and the rules of the Securities and Exchange Commission pertaining to the cancellation and retention of Bond certificates and the periodic certification to the Issuer of the cancellation of such Bond certificates. In the event that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond certificates, the ISSUER agrees to comply with the foregoing described rules. The AGENT shall have no duty to retain any documents or records pertaining to this Agreement, the Bond Document or the Bonds any longer than eleven years after final payment on the Bonds, unless otherwise required by the rules of the Securities and Exchange Commission or other applicable law. 14. In case of any request or demand for inspection of the registry of owners or other related records maintained by the AGENT, the AGENT may be entitled to receive appropriate instructions from the ISSUER before permitting or refusing such inspection. The AGENT reserves the right, however, to only permit such inspection at a location and at such reasonable time or times designated by the Agent. 15. The AGENT is authorized to act on the order, directions or instructions of such officials as the governing body of ISSUER as the ISSUER by resolution or other proper action shall designate. The AGENT shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by the proper official(s), and the ISSUER shall promptly notify AGENT in writing of any change in the identity or authority of officials authorized to sign Bond certificates, written instructions or requests. If not so provided in the Bond Document, if any official whose manual or facsimile signature appears on blank Bond certificates shall die, resign or be removed from office or authority before the authentication of such certificates by the Agent, the AGENT may nevertheless issue such certificates until specifically directed to the contrary in writing by the ISSUER. 16. The AGENT shall provide notice(s) to the owners of the Bonds and such depositories, banks, brokers, rating agencies, information services, repositories, or publications as required by the terms of the Bond Document and to any other entities that request such notice(s) and, if so directed in such other manner and to such other parties as the Issuer shall so direct in writing and at the expense of the ISSUER. 17. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as paying agent and registrar and shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges, advances, counsel fees and other costs incurred in connection with the Bonds, the Bond Document and this Agreement as set forth in the Exhibit A or as otherwise agreed to by the Issuer and Agent in writing. In addition, should it become necessary for the AGENT to perform extraordinary services, the AGENT shall be entitled to extra compensation therefor and reimbursement for any out-of-pocket extraordinary costs and expenses, including, but not limited to, attorneys' fees. 18. The AGENT may resign, or be removed by the ISSUER, as provided in the Bond Document, or, if not so provided in the Bond Document, upon thirty days written notice to the other. Upon the effective date of resignation or removal, all obligations of the AGENT hereunder shall cease and terminate. In the event of resignation or removal, the AGENT shall deliver the registry of owners and all related books and records in accordance with the written instructions of the ISSUER or any successor agent designated in writing by the Issuer within a reasonable period following the effective date of its removal or resignation. 0 Page 727 of 797 19. Whenever in the performance of its duties as Agent hereunder, the Bond Document or under the Bonds the AGENT shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, under the Bond Document or under the Bonds, the AGENT may consult with legal counsel, including, but not limited to, legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and it shall not be liable for any action taken or omitted by it in good faith in reliance upon the advice or opinion of such counsel. 20. In the event that the Bond Document provides that the initial registered owner of all of the Bond certificates is or may be the Depository Trust Company, or any other securities depository or registered clearing agency qualified under the Securities and Exchange Act of 1934, as amended (a "Securities Depository"), none of the beneficial owners will receive certificates representing their respective interest in the Bonds. Except to the extent provided otherwise in the Bond Document, the following provisions shall apply: a) The registry of owners maintained by the AGENT will reflect as owner of the Bonds only the Securities Depository or its nominee, until and unless the ISSUER authorizes the delivery of Bond certificates to the beneficial owners as described in subsection (d) below. b) It is anticipated that during the term of the Bonds, the Securities Depository will make book - entry transfers among its participants and receive and transmit payments of principal and interest on the Bonds to the participants, unless and until the ISSUER authorizes the delivery of Bonds to the beneficial owners as described in subsection (d) below. c) The ISSUER may at any time, in accordance with the Bond Document, select and appoint a successor Securities Depository and shall notify the Agent of such selection and appointment in writing. d) If the ISSUER determines that the holding of the Bonds by the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then the AGENT, at the written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds by first class mail of such determination and of the availability of certificates to owners requesting the same. The AGENT shall register in the names of and authenticate and deliver certificates representing their respective interests in the Bonds to the beneficial owners or their nominees, in principal amounts and maturities representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption. In such event, all references to the Securities Depository herein shall relate to the period of time when at least one Bond is registered in the name of the Securities Depository or its nominee. For the purposes of this paragraph, the AGENT may conclusively rely on information provided by the Securities Depository and its participants as to principal amounts held by and the names and mailing addresses of the beneficial owners of the Bonds, and shall not be responsible for any investigation to determine the beneficial owners. The cost of printing certificates for the Bonds and expenses of the AGENT shall be paid by the ISSUER. 21. The AGENT shall incur no liability whatsoever in taking or failing to take any action in accordance with the Bond Document, and shall not be liable for any error in judgment made in good faith by an officer or employee of the AGENT unless it shall be proved the AGENT was negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any R Page 728 of 797 obligation to prosecute or defend any action or suit in connection with its duties under the Bond Document or this Agreement or in respect of the Bonds, which, in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is furnished to the Agent (except as may result from the AGENT's own negligence or willful misconduct). To the extent permitted by law, the ISSUER agrees to indemnify the AGENT for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. To the extent that the ISSUER may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the ISSUER irrevocably agrees not to claim, and it hereby waives, such immunity in connection with any suit or other action brought by the AGENT to enforce the terms of the Bond Document or this Agreement. The AGENT shall only be responsible for performing such duties as are set forth herein, required by the Bond Document, or otherwise agreed to in writing by the AGENT. 22. It is mutually understood and agreed that, unless otherwise provided in the Bonds or Bond Document, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation and performance. 23. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be illegal or in conflict with any applicable law, regulation or rule, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 24. The name "UMB Bank, n.a." shall include its successor or successors, any surviving corporation into which it may be merged, any new corporation resulting from its consolidation with any other corporation or corporations, the successor or successors of any such surviving or new corporation, and any corporation to which the corporate trust business of said Bank may at any time be transferred. 25. All notices, demands, and request required or permitted to be given to the ISSUER or AGENT under the provisions hereof must be in writing and shall be deemed to have been sufficiently given, upon receipt if (i) personally delivered, (ii) sent by email or electronic means and confirmed by phone or (iii) mailed by registered or certified mail, with return receipt requested, delivered as follows: If to AGENT: UMB Bank, n.a. Attn: Corporate Trust & Escrow Services 7155 Lake Drive, Suite 120 West Des Moines, Iowa 50266 If to ISSUER: City of Dubuque, Iowa Attn: Chief Financial Officer City Hall 50 W 13th Street Dubuque, Iowa 52001 IN Page 729 of 797 26. The parties hereto agree that the transactions described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 27. In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, and the Bank Secrecy Act, as amended from time to time, the AGENT may request certain information and/or documentation to verify confirm and record identification of persons or entities who are parties to this Agreement. 28. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if so directed by the Bond Document or, as agreed to in writing between the Issuer and the Paying Agent, the Paying Agent shall comply with the provisions, if any, relating to it as described in the Bond Document or as otherwise agreed upon in writing between the Issuer and the Paying Agent. The Paying Agent shall not be responsible for completion of or the actual filing of Form 8038-CP (or any successor form) with the IRS or any payment from the United States Treasury in accordance with §§ 54AA and 6431 of the Code. IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their respective hands on the Dated Date. Attest: Az-�" �ZUL City Clerk CITY OF DUBUQUE, IOWA Mayor UMB BANK, N.A., as PAYING AGENT/REGISTRAR By: Authorized Signatory 7 PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE ADMINISTRATION • Book Entry Bonds • Registered/Private Placement Bonds * Initial Fees charged at Closing *Annual Fees charged in arrears month of closing ADDITIONAL SERVICES • Placement of CDs or Sinking Funds • Late Payments • Optional or Partial Redemption • Mandatory Redemption • Early Termination/Full Call • Paying Costs of Issuance SERVICES AVAILABLE UPON REQUEST • Dissemination Agent CHANGES IN FEE SCHEDULE $300 initial/$600 annual $750 initial/$600 annual $500 per set up/outside UMB $100 $300 $100 $500 $500 one-time fee $1,000 annual UMB Bank, N.A. reserves the right to renegotiate this fee schedule Reasonable charges will be made for additional services or reports not contemplated at the time of execution of the Agreement or not covered specifically elsewhere in this schedule. Extraordinary out-of-pocket expenses will be charged at cost. However, this does not include ordinary out-of-pocket expenses such as normal postage and supplies, which are included in the annual fees quoted above. N. Page 731 of 797 = ri ts� :•.� E - r r _ - 4 REGISTRAR / PAYING AGENT AGREEMENT THIS AGREEMENT is made and entered into this March 4, 2025 (the "Dated Date") by and between the City of Dubuque, Iowa hereinafter called "ISSUER", and UMB Bank, n.a., a national banking association with its principal payment office in Kansas City, Missouri, in its capacity as paying agent and registrar, hereinafter called the "AGENT". WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance, resolution, order, final terms certificate, notice of sale or other authorizing instrument of the governing body of the ISSUER, hereinafter collectively called the "Bond Document" certain bonds, certificates, notes and/or other debt instruments, more particularly described as $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B hereinafter called the "Bonds"; and WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT as agent to perform registrar and paying agent services, to wit: establishing and maintaining a record of the owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient manner, making payments of principal and interest when due pursuant to the terms and conditions of the Bonds, and for other related purposes; and WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains the necessary facilities to properly perform the required services as such registrar and paying agent and is willing to serve in such capacities for the ISSUER; NOW THEREFORE, in consideration of mutual promises and covenants herein contained the parties agree as follows: 1. The ISSUER has designated and appointed the AGENT as registrar and paying agent of the Bonds pursuant to the Bond Document, and the AGENT has accepted such appointment and agrees to provide the services set forth therein and herein. 2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the proceedings related to the Bonds to contain the following documents: a) A copy of the Bond Document, and the consent or approval of any other governmental or regulatory authority, required by law to approve or authorize the issuance of the Bonds; b) A written opinion by an attorney or by a firm of attorneys with a nationally recognized standing in the field of municipal bond financing, and any supporting or supplemental opinions, to the effect that the Bonds and the Bond Document have been duly authorized and issued by, are legally binding upon and are enforceable against the ISSUER; c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the purchaser(s) of the Bonds, and such other documents related to the issuance of the Bonds as the Agent reasonably deems necessary or appropriate; and d) Unless Paragraph 20 hereof is applicable, in addition to the transcript of proceedings a reasonable supply of blank Bond certificates bearing the manual or facsimile signatures of Page 732 of 797 officials of the ISSUER authorized to sign certificates and, if required by the Bond Document, impressed with the ISSUER's seal or facsimile thereof, to enable the AGENT to provide Bond Certificates to the holders of the Bonds upon original issuance or the transfer thereof. The foregoing documents may be subject to the review and approval of legal counsel for the AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of any future amendment or change in respect of any of the foregoing, together with such documentation as the AGENT reasonably deems necessary or appropriate. 3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall be printed in a manner to minimize the possibility of counterfeiting. This requirement shall be deemed satisfied by use of a certificate format meeting the standard developed by the American National Standards Committee or in such other format as the AGENT may accept by its authentication thereof. The AGENT shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are outstanding, provide a reasonable supply of additional blank certificates at any time upon request of the AGENT. All such certificates shall satisfy the requirements set forth in Paragraphs 2(d) and 3. 4. The AGENT shall initially register and authenticate, pursuant to instructions from the ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into a Bond registry record the certificate number of the Bond and the name and address of the owner. The AGENT shall maintain such registry of owners of the Bonds until all the Bonds have been fully paid and surrendered. The initial owner of each Bond as reflected in the registry of owners shall not be changed except upon transfers of ownership and in accordance with procedures set forth in the Bond Document or this Agreement. 5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in the Bond Document. Absent specific guidelines in the Bond Document, transfers of ownership of the Bonds shall be made by the AGENT only upon delivery to the AGENT of a properly endorsed Bond or of a Bond accompanied by a properly endorsed transfer instrument, accompanied by such documents as the AGENT may deem necessary to evidence the authority of the person making the transfer, and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. The AGENT reserves the right to refuse to transfer any Bond until it is satisfied that each necessary endorsement is genuine and effective, and for that purpose it may require guarantees of signatures in accordance with applicable rules of the Securities and Exchange Commission and the standards and procedures of the AGENT, together with such other assurances as the AGENT shall deem necessary or appropriate. The AGENT shall incur no liability for delays in registering transfers as a result of inquiries into adverse claims or for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation and surrender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT shall (a) cancel the surrendered Bond; (b) register a new Bond(s) as directed in the same aggregate principal amount and maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and address, together with the certificate number of the new Bond(s), in its registry of owners. 6. The AGENT may deliver Bonds by first class, certified, or registered mail, or by courier. 2 Page 733 of 797 7. Ownership of, payment of the principal amount of, redemption premium, if any, and interest due on the Bonds and delivery of notices shall be subject to the provisions of the Bond Document, and for all other purposes. The AGENT shall have no responsibility to determine the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon written request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other communications from the ISSUER to the holders of the Bonds as recorded in the registry maintained by the AGENT. 8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from or demand of the AGENT, provide to the AGENT funds that are immediately available at least one business day prior to the relevant interest and/or principal payment date, sufficient to pay on each interest payment date and each principal payment date, all interest and principal then payable under the terms and provisions of the Bond Document and the Bonds. The AGENT shall have no responsibility to make any such payments to the extent ISSUER has not provided sufficient immediately available funds to AGENT on the relevant payment date. Unless the Bond Document provides otherwise, in the event that an interest and/or principal payment date shall be a date that is not a business day, payment may be made on the next succeeding business day and no interest shall accrue. The term "business day" shall include all days except Saturdays, Sundays and legal holidays recognized by the Federal Reserve Bank of Kansas City, Missouri. 9. Unless otherwise provided in the Bond Document and subject to the provisions of Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it, the AGENT will pay to the record owners of the Bonds as of any record date (as specified in the Bond certificate or Bond Document) the interest due thereon as of the related interest payment date or any redemption date and, will pay upon presentation and surrender of such Bond at maturity or earlier date of redemption to the owner of any Bond, the principal or redemption amount of such Bond. 10. The AGENT may make a charge against any Bond owner sufficient for the reimbursement of any governmental tax or other charge required to be paid for any reason, including, but not limited to, failure of such owner to provide a correct taxpayer identification number to the AGENT. Such charge may be deducted from an interest or principal payment due to such owner. 11. Unless payment of interest, principal, and redemption premium, if any, is made by electronic transfer all payments will be made by check or draft and mailed to the last address of the owner as reflected on the registry of owners, or to such other address as directed in writing by the owner. In the event of payment of interest, the principal amount of and redemption premium, if any, by electronic transfer, the AGENT shall make payment by such means, at the expense of the ISSUER, pursuant to written instructions from the owner. 12. Subject to the provisions of the Bond Document, the AGENT may pay at maturity or redemption or issue new certificates to replace certificates represented to the AGENT to have been lost, destroyed, stolen or otherwise wrongfully taken, but first may require the Bond owner to pay a replacement fee, to furnish an affidavit of loss, and/or furnish either an indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER and the AGENT. 3 Page 734 of 797 13. The AGENT shall comply with the provisions, if any, of the Bond Document and the rules of the Securities and Exchange Commission pertaining to the cancellation and retention of Bond certificates and the periodic certification to the Issuer of the cancellation of such Bond certificates. In the event that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond certificates, the ISSUER agrees to comply with the foregoing described rules. The AGENT shall have no duty to retain any documents or records pertaining to this Agreement, the Bond Document or the Bonds any longer than eleven years after final payment on the Bonds, unless otherwise required by the rules of the Securities and Exchange Commission or other applicable law. 14. In case of any request or demand for inspection of the registry of owners or other related records maintained by the AGENT, the AGENT may be entitled to receive appropriate instructions from the ISSUER before permitting or refusing such inspection. The AGENT reserves the right, however, to only permit such inspection at a location and at such reasonable time or times designated by the Agent. 15. The AGENT is authorized to act on the order, directions or instructions of such officials as the governing body of ISSUER as the ISSUER by resolution or other proper action shall designate. The AGENT shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by the proper official(s), and the ISSUER shall promptly notify AGENT in writing of any change in the identity or authority of officials authorized to sign Bond certificates, written instructions or requests. If not so provided in the Bond Document, if any official whose manual or facsimile signature appears on blank Bond certificates shall die, resign or be removed from office or authority before the authentication of such certificates by the Agent, the AGENT may nevertheless issue such certificates until specifically directed to the contrary in writing by the ISSUER. 16. The AGENT shall provide notice(s) to the owners of the Bonds and such depositories, banks, brokers, rating agencies, information services, repositories, or publications as required by the terms of the Bond Document and to any other entities that request such notice(s) and, if so directed in such other manner and to such other parties as the Issuer shall so direct in writing and at the expense of the ISSUER. 17. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as paying agent and registrar and shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges, advances, counsel fees and other costs incurred in connection with the Bonds, the Bond Document and this Agreement as set forth in the Exhibit A or as otherwise agreed to by the Issuer and Agent in writing. In addition, should it become necessary for the AGENT to perform extraordinary services, the AGENT shall be entitled to extra compensation therefor and reimbursement for any out-of-pocket extraordinary costs and expenses, including, but not limited to, attorneys' fees. 18. The AGENT may resign, or be removed by the ISSUER, as provided in the Bond Document, or, if not so provided in the Bond Document, upon thirty days written notice to the other. Upon the effective date of resignation or removal, all obligations of the AGENT hereunder shall cease and terminate. In the event of resignation or removal, the AGENT shall deliver the registry of owners and all related books and records in accordance with the written instructions of the ISSUER or any successor agent designated in writing by the Issuer within a reasonable period following the effective date of its removal or resignation. 0 Page 735 of 797 19. Whenever in the performance of its duties as Agent hereunder, the Bond Document or under the Bonds the AGENT shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, under the Bond Document or under the Bonds, the AGENT may consult with legal counsel, including, but not limited to, legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and it shall not be liable for any action taken or omitted by it in good faith in reliance upon the advice or opinion of such counsel. 20. In the event that the Bond Document provides that the initial registered owner of all of the Bond certificates is or may be the Depository Trust Company, or any other securities depository or registered clearing agency qualified under the Securities and Exchange Act of 1934, as amended (a "Securities Depository"), none of the beneficial owners will receive certificates representing their respective interest in the Bonds. Except to the extent provided otherwise in the Bond Document, the following provisions shall apply: a) The registry of owners maintained by the AGENT will reflect as owner of the Bonds only the Securities Depository or its nominee, until and unless the ISSUER authorizes the delivery of Bond certificates to the beneficial owners as described in subsection (d) below. b) It is anticipated that during the term of the Bonds, the Securities Depository will make book - entry transfers among its participants and receive and transmit payments of principal and interest on the Bonds to the participants, unless and until the ISSUER authorizes the delivery of Bonds to the beneficial owners as described in subsection (d) below. c) The ISSUER may at any time, in accordance with the Bond Document, select and appoint a successor Securities Depository and shall notify the Agent of such selection and appointment in writing. d) If the ISSUER determines that the holding of the Bonds by the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then the AGENT, at the written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds by first class mail of such determination and of the availability of certificates to owners requesting the same. The AGENT shall register in the names of and authenticate and deliver certificates representing their respective interests in the Bonds to the beneficial owners or their nominees, in principal amounts and maturities representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption. In such event, all references to the Securities Depository herein shall relate to the period of time when at least one Bond is registered in the name of the Securities Depository or its nominee. For the purposes of this paragraph, the AGENT may conclusively rely on information provided by the Securities Depository and its participants as to principal amounts held by and the names and mailing addresses of the beneficial owners of the Bonds, and shall not be responsible for any investigation to determine the beneficial owners. The cost of printing certificates for the Bonds and expenses of the AGENT shall be paid by the ISSUER. 21. The AGENT shall incur no liability whatsoever in taking or failing to take any action in accordance with the Bond Document, and shall not be liable for any error in judgment made in good faith by an officer or employee of the AGENT unless it shall be proved the AGENT was negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any R Page 736 of 797 obligation to prosecute or defend any action or suit in connection with its duties under the Bond Document or this Agreement or in respect of the Bonds, which, in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is furnished to the Agent (except as may result from the AGENT's own negligence or willful misconduct). To the extent permitted by law, the ISSUER agrees to indemnify the AGENT for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. To the extent that the ISSUER may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the ISSUER irrevocably agrees not to claim, and it hereby waives, such immunity in connection with any suit or other action brought by the AGENT to enforce the terms of the Bond Document or this Agreement. The AGENT shall only be responsible for performing such duties as are set forth herein, required by the Bond Document, or otherwise agreed to in writing by the AGENT. 22. It is mutually understood and agreed that, unless otherwise provided in the Bonds or Bond Document, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation and performance. 23. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be illegal or in conflict with any applicable law, regulation or rule, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 24. The name "UMB Bank, n.a." shall include its successor or successors, any surviving corporation into which it may be merged, any new corporation resulting from its consolidation with any other corporation or corporations, the successor or successors of any such surviving or new corporation, and any corporation to which the corporate trust business of said Bank may at any time be transferred. 25. All notices, demands, and request required or permitted to be given to the ISSUER or AGENT under the provisions hereof must be in writing and shall be deemed to have been sufficiently given, upon receipt if (i) personally delivered, (ii) sent by email or electronic means and confirmed by phone or (iii) mailed by registered or certified mail, with return receipt requested, delivered as follows: If to AGENT: UMB Bank, n.a. Attn: Corporate Trust & Escrow Services 7155 Lake Drive, Suite 120 West Des Moines, Iowa 50266 If to ISSUER: City of Dubuque, Iowa Attn: Chief Financial Officer City Hall 50 W 13th Street Dubuque, Iowa 52001 IN Page 737 of 797 26. The parties hereto agree that the transactions described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 27. In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, and the Bank Secrecy Act, as amended from time to time, the AGENT may request certain information and/or documentation to verify confirm and record identification of persons or entities who are parties to this Agreement. 28. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if so directed by the Bond Document or, as agreed to in writing between the Issuer and the Paying Agent, the Paying Agent shall comply with the provisions, if any, relating to it as described in the Bond Document or as otherwise agreed upon in writing between the Issuer and the Paying Agent. The Paying Agent shall not be responsible for completion of or the actual filing of Form 8038-CP (or any successor form) with the IRS or any payment from the United States Treasury in accordance with §§ 54AA and 6431 of the Code. IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their respective hands on the Dated Date. Attest: 90-10 Nwfl-la i CITY OF DUBUQUE, IOWA Ma r UMB BANK, N.A., as PAYING AGENT/REGISTRAR By: Authorized Signatory 7 PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE ADMINISTRATION • Book Entry Bonds • Registered/Private Placement Bonds * Initial Fees charged at Closing *Annual Fees charged in arrears month of closing ADDITIONAL SERVICES • Placement of CDs or Sinking Funds • Late Payments • Optional or Partial Redemption • Mandatory Redemption • Early Termination/Full Call • Paying Costs of Issuance SERVICES AVAILABLE UPON REQUEST • Dissemination Agent CHANGES IN FEE SCHEDULE $300 initial/$600 annual $750 initial/$600 annual $500 per set up/outside UMB $100 $300 $100 $500 $500 one-time fee $1,000 annual UMB Bank, N.A. reserves the right to renegotiate this fee schedule Reasonable charges will be made for additional services or reports not contemplated at the time of execution of the Agreement or not covered specifically elsewhere in this schedule. Extraordinary out-of-pocket expenses will be charged at cost. However, this does not include ordinary out-of-pocket expenses such as normal postage and supplies, which are included in the annual fees quoted above. N. Page 739 of 797 V7- Iz REGISTRAR / PAYING AGENT AGREEMENT THIS AGREEMENT is made and entered into this March 4, 2025 (the "Dated Date") by and between the City of Dubuque, Iowa hereinafter called "ISSUER", and UMB Bank, n.a., a national banking association with its principal payment office in Kansas City, Missouri, in its capacity as paying agent and registrar, hereinafter called the "AGENT". WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance, resolution, order, final terms certificate, notice of sale or other authorizing instrument of the governing body of the ISSUER, hereinafter collectively called the "Bond Document" certain bonds, certificates, notes and/or other debt instruments, more particularly described as $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C hereinafter called the "Bonds"; and WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT as agent to perform registrar and paying agent services, to wit: establishing and maintaining a record of the owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient manner, making payments of principal and interest when due pursuant to the terms and conditions of the Bonds, and for other related purposes; and WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains the necessary facilities to properly perform the required services as such registrar and paying agent and is willing to serve in such capacities for the ISSUER; NOW THEREFORE, in consideration of mutual promises and covenants herein contained the parties agree as follows: 1. The ISSUER has designated and appointed the AGENT as registrar and paying agent of the Bonds pursuant to the Bond Document, and the AGENT has accepted such appointment and agrees to provide the services set forth therein and herein. 2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the proceedings related to the Bonds to contain the following documents: a) A copy of the Bond Document, and the consent or approval of any other governmental or regulatory authority, required by law to approve or authorize the issuance of the Bonds; b) A written opinion by an attorney or by a firm of attorneys with a nationally recognized standing in the field of municipal bond financing, and any supporting or supplemental opinions, to the effect that the Bonds and the Bond Document have been duly authorized and issued by, are legally binding upon and are enforceable against the ISSUER; c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the purchaser(s) of the Bonds, and such other documents related to the issuance of the Bonds as the Agent reasonably deems necessary or appropriate; and d) Unless Paragraph 20 hereof is applicable, in addition to the transcript of proceedings a reasonable supply of blank Bond certificates bearing the manual or facsimile signatures of Page 740 of 797 officials of the ISSUER authorized to sign certificates and, if required by the Bond Document, impressed with the ISSUER's seal or facsimile thereof, to enable the AGENT to provide Bond Certificates to the holders of the Bonds upon original issuance or the transfer thereof. The foregoing documents may be subject to the review and approval of legal counsel for the AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of any future amendment or change in respect of any of the foregoing, together with such documentation as the AGENT reasonably deems necessary or appropriate. 3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall be printed in a manner to minimize the possibility of counterfeiting. This requirement shall be deemed satisfied by use of a certificate format meeting the standard developed by the American National Standards Committee or in such other format as the AGENT may accept by its authentication thereof. The AGENT shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are outstanding, provide a reasonable supply of additional blank certificates at any time upon request of the AGENT. All such certificates shall satisfy the requirements set forth in Paragraphs 2(d) and 3. 4. The AGENT shall initially register and authenticate, pursuant to instructions from the ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into a Bond registry record the certificate number of the Bond and the name and address of the owner. The AGENT shall maintain such registry of owners of the Bonds until all the Bonds have been fully paid and surrendered. The initial owner of each Bond as reflected in the registry of owners shall not be changed except upon transfers of ownership and in accordance with procedures set forth in the Bond Document or this Agreement. 5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in the Bond Document. Absent specific guidelines in the Bond Document, transfers of ownership of the Bonds shall be made by the AGENT only upon delivery to the AGENT of a properly endorsed Bond or of a Bond accompanied by a properly endorsed transfer instrument, accompanied by such documents as the AGENT may deem necessary to evidence the authority of the person making the transfer, and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. The AGENT reserves the right to refuse to transfer any Bond until it is satisfied that each necessary endorsement is genuine and effective, and for that purpose it may require guarantees of signatures in accordance with applicable rules of the Securities and Exchange Commission and the standards and procedures of the AGENT, together with such other assurances as the AGENT shall deem necessary or appropriate. The AGENT shall incur no liability for delays in registering transfers as a result of inquiries into adverse claims or for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation and surrender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT shall (a) cancel the surrendered Bond; (b) register a new Bond(s) as directed in the same aggregate principal amount and maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and address, together with the certificate number of the new Bond(s), in its registry of owners. 6. The AGENT may deliver Bonds by first class, certified, or registered mail, or by courier. 2 Page 741 of 797 7. Ownership of, payment of the principal amount of, redemption premium, if any, and interest due on the Bonds and delivery of notices shall be subject to the provisions of the Bond Document, and for all other purposes. The AGENT shall have no responsibility to determine the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon written request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other communications from the ISSUER to the holders of the Bonds as recorded in the registry maintained by the AGENT. 8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from or demand of the AGENT, provide to the AGENT funds that are immediately available at least one business day prior to the relevant interest and/or principal payment date, sufficient to pay on each interest payment date and each principal payment date, all interest and principal then payable under the terms and provisions of the Bond Document and the Bonds. The AGENT shall have no responsibility to make any such payments to the extent ISSUER has not provided sufficient immediately available funds to AGENT on the relevant payment date. Unless the Bond Document provides otherwise, in the event that an interest and/or principal payment date shall be a date that is not a business day, payment may be made on the next succeeding business day and no interest shall accrue. The term "business day" shall include all days except Saturdays, Sundays and legal holidays recognized by the Federal Reserve Bank of Kansas City, Missouri. 9. Unless otherwise provided in the Bond Document and subject to the provisions of Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it, the AGENT will pay to the record owners of the Bonds as of any record date (as specified in the Bond certificate or Bond Document) the interest due thereon as of the related interest payment date or any redemption date and, will pay upon presentation and surrender of such Bond at maturity or earlier date of redemption to the owner of any Bond, the principal or redemption amount of such Bond. 10. The AGENT may make a charge against any Bond owner sufficient for the reimbursement of any governmental tax or other charge required to be paid for any reason, including, but not limited to, failure of such owner to provide a correct taxpayer identification number to the AGENT. Such charge may be deducted from an interest or principal payment due to such owner. 11. Unless payment of interest, principal, and redemption premium, if any, is made by electronic transfer all payments will be made by check or draft and mailed to the last address of the owner as reflected on the registry of owners, or to such other address as directed in writing by the owner. In the event of payment of interest, the principal amount of and redemption premium, if any, by electronic transfer, the AGENT shall make payment by such means, at the expense of the ISSUER, pursuant to written instructions from the owner. 12. Subject to the provisions of the Bond Document, the AGENT may pay at maturity or redemption or issue new certificates to replace certificates represented to the AGENT to have been lost, destroyed, stolen or otherwise wrongfully taken, but first may require the Bond owner to pay a replacement fee, to furnish an affidavit of loss, and/or furnish either an indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER and the AGENT. 3 Page 742 of 797 13. The AGENT shall comply with the provisions, if any, of the Bond Document and the rules of the Securities and Exchange Commission pertaining to the cancellation and retention of Bond certificates and the periodic certification to the Issuer of the cancellation of such Bond certificates. In the event that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond certificates, the ISSUER agrees to comply with the foregoing described rules. The AGENT shall have no duty to retain any documents or records pertaining to this Agreement, the Bond Document or the Bonds any longer than eleven years after final payment on the Bonds, unless otherwise required by the rules of the Securities and Exchange Commission or other applicable law. 14. In case of any request or demand for inspection of the registry of owners or other related records maintained by the AGENT, the AGENT may be entitled to receive appropriate instructions from the ISSUER before permitting or refusing such inspection. The AGENT reserves the right, however, to only permit such inspection at a location and at such reasonable time or times designated by the Agent. 15. The AGENT is authorized to act on the order, directions or instructions of such officials as the governing body of ISSUER as the ISSUER by resolution or other proper action shall designate. The AGENT shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by the proper official(s), and the ISSUER shall promptly notify AGENT in writing of any change in the identity or authority of officials authorized to sign Bond certificates, written instructions or requests. If not so provided in the Bond Document, if any official whose manual or facsimile signature appears on blank Bond certificates shall die, resign or be removed from office or authority before the authentication of such certificates by the Agent, the AGENT may nevertheless issue such certificates until specifically directed to the contrary in writing by the ISSUER. 16. The AGENT shall provide notice(s) to the owners of the Bonds and such depositories, banks, brokers, rating agencies, information services, repositories, or publications as required by the terms of the Bond Document and to any other entities that request such notice(s) and, if so directed in such other manner and to such other parties as the Issuer shall so direct in writing and at the expense of the ISSUER. 17. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as paying agent and registrar and shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges, advances, counsel fees and other costs incurred in connection with the Bonds, the Bond Document and this Agreement as set forth in the Exhibit A or as otherwise agreed to by the Issuer and Agent in writing. In addition, should it become necessary for the AGENT to perform extraordinary services, the AGENT shall be entitled to extra compensation therefor and reimbursement for any out-of-pocket extraordinary costs and expenses, including, but not limited to, attorneys' fees. 18. The AGENT may resign, or be removed by the ISSUER, as provided in the Bond Document, or, if not so provided in the Bond Document, upon thirty days written notice to the other. Upon the effective date of resignation or removal, all obligations of the AGENT hereunder shall cease and terminate. In the event of resignation or removal, the AGENT shall deliver the registry of owners and all related books and records in accordance with the written instructions of the ISSUER or any successor agent designated in writing by the Issuer within a reasonable period following the effective date of its removal or resignation. 0 Page 743 of 797 19. Whenever in the performance of its duties as Agent hereunder, the Bond Document or under the Bonds the AGENT shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, under the Bond Document or under the Bonds, the AGENT may consult with legal counsel, including, but not limited to, legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and it shall not be liable for any action taken or omitted by it in good faith in reliance upon the advice or opinion of such counsel. 20. In the event that the Bond Document provides that the initial registered owner of all of the Bond certificates is or may be the Depository Trust Company, or any other securities depository or registered clearing agency qualified under the Securities and Exchange Act of 1934, as amended (a "Securities Depository"), none of the beneficial owners will receive certificates representing their respective interest in the Bonds. Except to the extent provided otherwise in the Bond Document, the following provisions shall apply: a) The registry of owners maintained by the AGENT will reflect as owner of the Bonds only the Securities Depository or its nominee, until and unless the ISSUER authorizes the delivery of Bond certificates to the beneficial owners as described in subsection (d) below. b) It is anticipated that during the term of the Bonds, the Securities Depository will make book - entry transfers among its participants and receive and transmit payments of principal and interest on the Bonds to the participants, unless and until the ISSUER authorizes the delivery of Bonds to the beneficial owners as described in subsection (d) below. c) The ISSUER may at any time, in accordance with the Bond Document, select and appoint a successor Securities Depository and shall notify the Agent of such selection and appointment in writing. d) If the ISSUER determines that the holding of the Bonds by the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then the AGENT, at the written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds by first class mail of such determination and of the availability of certificates to owners requesting the same. The AGENT shall register in the names of and authenticate and deliver certificates representing their respective interests in the Bonds to the beneficial owners or their nominees, in principal amounts and maturities representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption. In such event, all references to the Securities Depository herein shall relate to the period of time when at least one Bond is registered in the name of the Securities Depository or its nominee. For the purposes of this paragraph, the AGENT may conclusively rely on information provided by the Securities Depository and its participants as to principal amounts held by and the names and mailing addresses of the beneficial owners of the Bonds, and shall not be responsible for any investigation to determine the beneficial owners. The cost of printing certificates for the Bonds and expenses of the AGENT shall be paid by the ISSUER. 21. The AGENT shall incur no liability whatsoever in taking or failing to take any action in accordance with the Bond Document, and shall not be liable for any error in judgment made in good faith by an officer or employee of the AGENT unless it shall be proved the AGENT was negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any R Page 744 of 797 obligation to prosecute or defend any action or suit in connection with its duties under the Bond Document or this Agreement or in respect of the Bonds, which, in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is furnished to the Agent (except as may result from the AGENT's own negligence or willful misconduct). To the extent permitted by law, the ISSUER agrees to indemnify the AGENT for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. To the extent that the ISSUER may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the ISSUER irrevocably agrees not to claim, and it hereby waives, such immunity in connection with any suit or other action brought by the AGENT to enforce the terms of the Bond Document or this Agreement. The AGENT shall only be responsible for performing such duties as are set forth herein, required by the Bond Document, or otherwise agreed to in writing by the AGENT. 22. It is mutually understood and agreed that, unless otherwise provided in the Bonds or Bond Document, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation and performance. 23. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be illegal or in conflict with any applicable law, regulation or rule, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 24. The name "UMB Bank, n.a." shall include its successor or successors, any surviving corporation into which it may be merged, any new corporation resulting from its consolidation with any other corporation or corporations, the successor or successors of any such surviving or new corporation, and any corporation to which the corporate trust business of said Bank may at any time be transferred. 25. All notices, demands, and request required or permitted to be given to the ISSUER or AGENT under the provisions hereof must be in writing and shall be deemed to have been sufficiently given, upon receipt if (i) personally delivered, (ii) sent by email or electronic means and confirmed by phone or (iii) mailed by registered or certified mail, with return receipt requested, delivered as follows: If to AGENT: UMB Bank, n.a. Attn: Corporate Trust & Escrow Services 7155 Lake Drive, Suite 120 West Des Moines, Iowa 50266 If to ISSUER: City of Dubuque, Iowa Attn: Chief Financial Officer City Hall 50 W 13th Street Dubuque, Iowa 52001 IN Page 745 of 797 26. The parties hereto agree that the transactions described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 27. In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, and the Bank Secrecy Act, as amended from time to time, the AGENT may request certain information and/or documentation to verify confirm and record identification of persons or entities who are parties to this Agreement. 28. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if so directed by the Bond Document or, as agreed to in writing between the Issuer and the Paying Agent, the Paying Agent shall comply with the provisions, if any, relating to it as described in the Bond Document or as otherwise agreed upon in writing between the Issuer and the Paying Agent. The Paying Agent shall not be responsible for completion of or the actual filing of Form 8038-CP (or any successor form) with the IRS or any payment from the United States Treasury in accordance with §§ 54AA and 6431 of the Code. IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their respective hands on the Dated Date. Attest: City Clerk CITY OF DUBUQUE, IOWA ayor UMB BANK, N.A., as PAYING AGENT/REGISTRAR By: Authorized Signatory 7 PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE ADMINISTRATION • Book Entry Bonds • Registered/Private Placement Bonds * Initial Fees charged at Closing *Annual Fees charged in arrears month of closing ADDITIONAL SERVICES • Placement of CDs or Sinking Funds • Late Payments • Optional or Partial Redemption • Mandatory Redemption • Early Termination/Full Call • Paying Costs of Issuance SERVICES AVAILABLE UPON REQUEST • Dissemination Agent CHANGES IN FEE SCHEDULE $300 initial/$600 annual $750 initial/$600 annual $500 per set up/outside UMB $100 $300 $100 $500 $500 one-time fee $1,000 annual UMB Bank, N.A. reserves the right to renegotiate this fee schedule Reasonable charges will be made for additional services or reports not contemplated at the time of execution of the Agreement or not covered specifically elsewhere in this schedule. Extraordinary out-of-pocket expenses will be charged at cost. However, this does not include ordinary out-of-pocket expenses such as normal postage and supplies, which are included in the annual fees quoted above. N. Page 747 of 797 V7- Iz Dubuque / 430411-13 / Closing Cert Taxable GO CP CLOSING CERTIFICATE We, the undersigned Mayor and City Clerk of the City of Dubuque (the "City"), in Dubuque County, State of Iowa, do hereby certify that we are now and were at the time of the execution of the City's $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B, dated March 4, 2025 (the "Bonds"), the officers respectively above indicated; and that in pursuance of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on February 17, 2025 (the "Resolution"), and a loan agreement dated as of March 4, 2025 (the "Loan Agreement"), by and between the City and Northland Securities, Inc., Minneapolis, Minnesota (the "Underwriter"), the Bonds have been heretofore lawfully authorized and this day by us lawfully issued and delivered to or upon the direction of the Underwriter and pursuant to the Loan Agreement, the City has received $8,316,019.15, receipt of which is hereby acknowledged, which represents the par amount of the Bonds ($8,370,000), minus the underwriter's discount ($53,980.85). Principal of the Bonds is payable on the dates, in the respective principal amounts and bears interest payable semiannually, commencing December 1, 2025, as set forth in the Resolution. Each of the Bonds has been executed with the facsimile signatures of these officers; and the City has authorized and directed that the Bonds be authenticated by UMB Bank, n.a., West Des Moines, Iowa, as the Registrar and Paying Agent (the "Registrar"), and registered in the names of the owners on the City's registration records maintained by the Registrar. We further certify that the Bonds are being issued to evidence the City's obligation under the Loan Agreement entered into by the City for the purpose of paying the cost, to that extent, of (a) acquiring fire protection vehicles; (b) undertaking demolition/deconstruction of a dangerous and dilapidated property; (c) undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (d) undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (e) undertaking the Federal Building Renovation Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the aforesaid officers to their respective positions, or the validity of the Bonds, or the power and duty of the City to provide and apply adequate taxes for the full and prompt payment of the principal of and interest on the Bonds, and that none of the proceedings incident to the authorization and issuance of the Bonds has been repealed or rescinded. We further certify that no appeal of the decision of the City Council to enter into the Loan Agreement or to issue the Bonds has been taken to the district court. We further certify that all meetings held in connection with the Bonds were open to the public at a place reasonably accessible to the public and that notice was given at least 24 hours 8os Grand Avenue I Suite 4100 1 Des Moines, IA 1503og-800z I T 53-5.283.10001 dorsey.com Page 2 prior to the commencement of all meetings by advising the news media who requested notice of the time, date, place and the tentative agenda and by posting such notice and agenda at the City Hall or principal office of the City on a bulletin board or other prominent place which is easily accessible to the public and is the place designated for the purpose of posting notices of meetings. We further certify that due provision has been made for the collection of taxes sufficient to pay the principal of and interest on the Bonds when due. All payments coming due before the collection of any such taxes will be paid promptly when due from legally available funds. IN WITNESS WHEREOF, we have hereunto affixed our hands, as of March 4, 2025. CITY OF DUBUQUE, IOWA B Mayor Attest: ���'404 City Clerk V7- Iz Dubuque / 430411-15 / Closing Cert Taxable GO UR 2025C CLOSING CERTIFICATE We, the undersigned Mayor and City Clerk of the City of Dubuque (the "City"), in Dubuque County, State of Iowa, do hereby certify that we are now and were at the time of the execution of the City's $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C, dated March 4, 2025 (the "Bonds"), the officers respectively above indicated; and that in pursuance of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on February 17, 2025 (the "Resolution"), and a loan agreement dated as of March 4, 2025 (the "Loan Agreement"), by and between the City and Northland Securities, Inc., Minneapolis, Minnesota (the "Underwriter"), the Bonds have been heretofore lawfully authorized and this day by us lawfully issued and delivered to or upon the direction of the Underwriter and pursuant to the Loan Agreement, the City has received $8,868,378.35, receipt of which is hereby acknowledged, which represents the par amount of the Bonds ($8,945,000), plus the net reoffering premium ($17,412.95), minus the underwriter's discount ($94,034.60). Principal of the Bonds is payable on the dates, in the respective principal amounts and bears interest payable semiannually, commencing December 1, 2025, as set forth in the Resolution. Each of the Bonds has been executed with the facsimile signatures of these officers; and the City has authorized and directed that the Bonds be authenticated by UMB Bank, n.a., West Des Moines, Iowa, as the Registrar and Paying Agent (the "Registrar"), and registered in the names of the owners on the City's registration records maintained by the Registrar. We further certify that the Bonds are being issued to evidence the City's obligation under the Loan Agreement entered into by the City for the purpose of paying the cost, to that extent, of undertaking the Iowa Amphitheater on Schmitt Island Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the aforesaid officers to their respective positions, or the validity of the Bonds, or the power and duty of the City to provide and apply adequate taxes for the full and prompt payment of the principal of and interest on the Bonds, and that none of the proceedings incident to the authorization and issuance of the Bonds has been repealed or rescinded. We further certify that no appeal of the decision of the City Council to enter into the Loan Agreement or to issue the Bonds has been taken to the district court. We further certify that all meetings held in connection with the Bonds were open to the public at a place reasonably accessible to the public and that notice was given at least 24 hours prior to the commencement of all meetings by advising the news media who requested notice of the time, date, place and the tentative agenda and by posting such notice and agenda at the City Hall or principal office of the City on a bulletin board or other prominent place which is easily accessible to the public and is the place designated for the purpose of posting notices of meetings. 8oi Grand Avenue I Suite 4100 1 Des Moines, IA 150309-80021 T 515.283.10001 dorsey.com Page 2 We further certify that due provision has been made for the collection of taxes sufficient to pay the principal of and interest on the Bonds when due. All payments coming due before the collection of any such taxes will be paid promptly when due from legally available funds. IN WITNESS WHEREOF, we have hereunto affixed our hands, as of March 4, 2025. CITY OF DUBUQUE, IOWA B ayor Attest: k-aixX1;'4- City Clerk V7- Iz Dubuque / 430411-13/ Closing Celt & Ltr 2025A CLOSING CERTIFICATE We, the undersigned Mayor and City Clerk of the City of Dubuque (the "City"), in Dubuque County, State of Iowa, do hereby certify that we are now and were at the time of the execution of the City's $6,420,000 General Obligation Corporate Purpose Bonds, Series 2025A, dated March 4, 2025 (the `Bonds"), the officers respectively above indicated; and that in pursuance of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on February 17, 2025 (the "Resolution"), and a loan agreement dated as of March 4, 2025 (the "Loan Agreement"), by and between the City and Robert W. Baird & Co., Inc., Milwaukee, Wisconsin (the "Underwriter"), the Bonds have been heretofore lawfully authorized and this day by us lawfully issued and delivered to or upon the direction of the Underwriter and pursuant to the Loan Agreement, the City has received $6,744,475.05, receipt of which is hereby acknowledged, which amount represents the par amount of the Bonds ($6,420,000.00), plus the net reoffering premium, ($407,847.55), and minus the underwriter's discount ($83,372.50). The Bonds mature on June 1 in each of the years, in the respective principal amounts and bear interest payable semiannually, commencing December 1, 2025, as set forth in the Resolution. Each of the Bonds has been executed with the facsimile signatures of the aforesaid officers, and the City has authorized and directed that the Bonds be authenticated by UMB Bank, n.a., West Des Moines, Iowa, as the Registrar and Paying Agent (the "Registrar"), and registered in the names of the owners on the City's registration records maintained by the Registrar. We further certify that the Bonds are being issued to evidence the City's obligation under the Loan Agreement entered into by the City for the purpose of paying the costs, to that extent, of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; (d) acquiring and installing fire station generators; (e) undertaking fire station roof replacement and repairs; (f) undertaking fire station tuck pointing and related exterior repairs; (g) undertaking fire department administrative office renovations; (h) undertaking fire station bunk room renovations; (i) undertaking fire station mechanical and electrical systems improvements; and 0) undertaking fire station HVAC replacement; (k) undertaking fire station facilities improvements; (1) undertaking improvements to the fire department burn tower training facility; (m) undertaking the Central Avenue Streetscape Improvements Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area (collectively, the "Projects). The City reasonably expects that the assets comprising the Projects will be used for the public, governmental purposes of the City (and not for private business use) throughout the period in which the Bonds will be outstanding. The City does not anticipate entering into any contracts allowing for private business use of these assets or providing special payments to the City from any private business with respect to the Projects or the Bonds. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the aforesaid officers to their respective positions, or the validity of the Bonds, or the power and duty of the City to provide and apply adequate taxes for the full and prompt payment of the principal I DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 43041 I -13/ Closing Cert & Ur 2025A of and interest on the Bonds, and that none of the proceedings incident to the authorization and issuance of the Bonds have been repealed or rescinded. We further certify that no appeal of the decision of the City Council to enter into the Loan Agreement or to issue the Bonds has been taken to the district court. We further certify that all meetings held in connection with the Bonds were open to the public at a place reasonably accessible to the public and that notice was given at least 24 hours prior to the commencement of all meetings by advising the news media who requested notice of the time, date, place and the tentative agenda and by posting such notice and agenda at the City Hall or principal office of the City on a bulletin board or other prominent place which is easily accessible to the public and is the place designated for the purpose of posting notices of meetings. We further certify as follows: 1. The net sales proceeds of the Bonds are $6,827,847.55 (the "Net Sales Proceeds"), the same being the Issue Price (hereinafter defined) thereof. 2. The estimated sources and uses of funds in connection with the Bonds are as follows: SOURCES Par amount of Bonds Original Issue Discount Reoffering Premium USES Costs of Issuance Underwriter's Discount !Deposit to Project Fund i $6,420,000.00 --� $1,979.60 --- F-----$409,827.15 $6,827,847.55 $45,876.77 $83,372.50 $6,698,598.28 -- $6,827,847.55 a. $129,249.27 of the Net Sales Proceeds will be used to pay costs of issuance, including the underwriter's discount, within 45 days of the date hereof, and until so applied, will be invested by the City without restriction as to yield. b. $6,698,598.28 of the Net Sales Proceeds will be used to pay the costs of the Projects, and the Net Sales Proceeds will be expended and invested in accordance with Section 3 hereinafter set forth. 3. The Net Sales Proceeds, including investment earnings thereon, will be invested by the City without restriction as to yield for a period not to exceed three years from the date 2 DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13/ Closing Cert & Ltr 2025A hereof (the "Three Year Temporary Period"), the following three tests being reasonably expected to be satisfied by the City: (a) Time Test: The City has entered into or, within six months of the date hereof, will enter into binding contracts for the Projects with third parties (e.g. engineers or contractors); (i) which are not subject to contingencies directly or indirectly within the City's control; (ii) which provide for the payment by the City to such third parties of an amount equal to at least 5% of the Net Sales Proceeds; (b) Expenditure Test: At least 85% of the Net Sales Proceeds will be applied to the payment of total costs of the Projects within the Three Year Temporary Period; and (c) Due Diligence Test: Acquisition and construction of the Projects to completion and application of the Net Sales Proceeds to the payment of total costs of the Projects will proceed with due diligence. 4. The City Council adopted a resolution on December 16, 2024 declaring its official intent to acquire and construct the Projects and finance the same with bonds or other obligations (the "Intent Resolution"). The City certifies that none of the costs of the Projects to be paid for from the Net Sales Proceeds are for expenditures made more than 60 days prior to the date of adoption of the Intent Resolution, except for (i) costs of issuance of the Bonds; (ii) costs aggregating an amount not in excess of the lesser of $100,000 or 5% of the Net Sales Proceeds; (iii) costs for preliminary expenditures (including architectural, engineering, surveying, soil testing, and similar costs incurred prior to commencement of acquisition or construction of the Projects, other than land acquisition, site preparation and similar costs) not in excess of 20% of the Net Sales Proceeds of the Bonds; the City will allocate Net Sales Proceeds to reimbursement of such expenditures no later than 3 years after the later of (i) the date any such expenditure was originally paid or (ii) the date the Projects are placed in service (or abandoned); and such allocations will be made by the City in writing. The City will seek reimbursement of prior expenditures already paid by the City fi-om the proceeds of the Bonds in the amount of $2,005,058.98. 5. The City expects to spend the Net Sales Proceeds (along with any investment earnings on such proceeds) by September 4, 2026. Accordingly, the City reasonably expects that the Net Sales Proceeds will be fully spent for costs of the Projects within the time periods set forth in the 18 Month Exception described below: 18 Month Exception: The 18 Month Exception set forth in Section 1.148-7(d) of the United States Treasury Regulations (the "Regulations") applies to the Net Sales Proceeds. 3 DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13/ Closing Cen & Ltr 2025A Accordingly, if all Net Sales Proceeds of the Bonds, are expended at least as quickly as 15% within 6 months from the date of issuance of the Bonds, 60% within 12 months and 100% within 18 months, then rebate will be required only with respect to a reasonably required reserve or replacement fund, if any. If the City exercises due diligence to complete the Projects and an amount not exceeding the lesser of 3% of the Net Sales Proceeds of the Bonds allocated to the Projects or $250,000 remains unspent as of the end of the eighteenth month, the City will be treated as satisfying the final expenditure requirement. In addition, a reasonable retainage of up to five percent of the Net Sales Proceeds as of the end of the 18-month period may be allocated to expenditures within 30 months of the Dated Date. We further certify that the City will comply with the investment requirements of Section 148 of the Code and the Regulations relating thereto with respect to the proceeds of the Bonds. The City acknowledges that if it fails to spend the proceeds of the Bonds (along with the investment earnings thereon) within the time periods set forth in the 18 Month Exception (or another applicable rebate exception), the City may have a rebate liability to the United States pursuant to Section 148 of the Code. We further certify that the City will comply with the investment requirements of Section 148 of the Code and the Regulations relating thereto with respect to the proceeds of the Bonds, including the requirement to invest the proceeds of the Bonds (and the investment earnings thereon) at fair market value, and, if appropriate, to comply with the bidding requirements for investment contracts. The City shall consult with the appropriate auditors or rebate specialists with regard to determination of rebate liability. 6. The Bonds are payable from ad valorem taxes levied against all taxable property within the City which will be collected in a Debt Service Fund and applied to the payment of interest on the Bonds on each June 1 and December 1 and principal of the Bonds on each June 1 (the 12-month period ending on each June 1 being herein referred to as a "Bond Year"); the Debt Service Fund is used primarily to achieve a proper matching of taxes with principal and interest payments within each Bond Year; the Debt Service Fund will be depleted at least once each Bond Year except for a reasonable carryover amount not to exceed the greater of (i) the earnings on the fund for the immediately preceding Bond Year; or (ii) 1/12 of the principal and interest payments on the Bonds for the immediately preceding Bond Year; amounts on deposit in the Debt Service Fund will be invested by the City without restriction as to yield for a period of 13 months after their date of deposit. 7. Not more than 50% of the Net Sales Proceeds will be invested in non -purpose investments as defined in Section 148(f)(6)(A) of the Internal Revenue Code of 1986, as amended (the "Code") having a substantially guaranteed yield for four years or more (e.g., a four-year guaranteed investment contract or a Treasury Obligation that does not mature for four years). 8. The weighted average maturity of the Bonds, 11.5534 years, does not exceed 120% the reasonably expected economic life of the Projects. 9. The City will maintain detailed records of the expenditure of the proceeds of the Bonds and comply with its Post Issuance Compliance Policy. 4 DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13/ Closing Cert & Ur 2025A 10. On the basis of the foregoing, it is not expected that the Net Sales Proceeds will be used in a manner that would cause the Bonds to be "arbitrage bonds" under Section 148 of the Code and the regulations prescribed under that section. The City has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon. 11. Independent Public Advisors, LLC , the municipal advisor for the City, has advised the City that the reasonably expected reoffering price (the "Issue Price") of the Bonds to the public is $6,827,847.55. 12. The City acknowledges it is responsible for the accuracy of the Official Statement. The Official Statement related to the Bonds is correct and complete in all material respects and does not contain any untrue statement of a material fact nor omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used in order to make the statements and information contained therein not misleading in any material respect. 13. We further certify that due provision has been made for the collection of taxes sufficient to pay the principal of and interest on the Bonds when due. All payments coming due before the collection of any such taxes will be paid promptly when due from legally available funds. 14. To our best knowledge and belief, there are no facts, estimates or circumstances which would materially change the foregoing conclusions. IN WITNESS WHEREOF, we have hereunto affixed our hands, as of March 4, 2025. Attest: City Clerk CITY OF DUBU UE, I WA Mayor 5 DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA